REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will have the right, at such Holder's option, to require the Company to repurchase all or any part of such Holder's Securities (provided that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to and including the Change of Control Purchase Date. (b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b). (c) In the event that, pursuant to this Section 11.01, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 as follows: (1) the Change of Control Offer shall commence within 20 Business Days following the Change of Control date; (2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period"); (3) upon the expiration of a Change of Control Offer Period, the Company shall purchase all of the properly tendered and not properly withdrawn Securities in response to the Change of Control Offer; (4) the Company shall provide the Trustee with notice of the Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer; and (5) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state: (i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 and that all Securities, or portions thereof, tendered will be accepted for payment; (ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below); (iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; (v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date"); (vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and (vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 2 contracts
Samples: Indenture (Price Communications Wireless Inc), Indenture (Price Communications Corp)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In Subject to Section 11.2, in the event that a Change of Control occurs, each Holder will have the rightCompany shall offer, at such Holder's optionsubject to the terms and conditions of this Indenture, to require the Company to repurchase purchase all or any part of such each Holder's Securities (provided that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by on the Company date (the "Change of Control OfferRepurchase Date") on a date that is no later than 45 Business Days (except as hereinafter provided) after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price (the "Change of Control Purchase Repurchase Price") equal to 101100% of the aggregate principal amount thereof, plus together with accrued and unpaid interestinterest and Liquidated Damages, if any, to and including (but excluding) the Change of Control Purchase Repurchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0111.1, the Company shall be required to commence an offer to purchase Securities (a Change of Control "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1) the Change of Control Repurchase Offer shall commence within 20 25 Business Days following the a Change of Control dateControl;
(2) the Change of Control Repurchase Offer shall remain open for 20 Business DaysDays following its commencement, except to the extent that a longer period is required by applicable law (the "Change of Control Repurchase Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodRepurchase Offer, the Company shall purchase all of the properly Securities tendered and not properly withdrawn Securities in response to the Change of Control Repurchase Offer;
(4) if the Repurchase Date is on or after an interest payment Record Date and on or before the related Interest Payment Date, any accrued interest and Liquidated Damages will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest or Liquidated Dam- 77 ages will be payable to Securityholders who tender Securities pursuant to the Repurchase Offer;
(5) the Company shall provide the Trustee with written notice of the Change of Control Repurchase Offer at least 5 Business Days before the commencement of any Change of Control OfferRepurchase Offer (or such shorter period that is satisfactory to the Trustee); and
(56) on or before the commencement of any Change of Control Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Repurchase Offer and shall state:
(i) that the Change of Control Repurchase Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Repurchase Price (including the amount of accrued and unpaid interestinterest and Liquidated Damages, if any), the Change of Control Purchase Repurchase Date and the Change of Control Repurchase Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or and accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is preventedprevented pursuant to Article XII, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Repurchase Offer shall cease to accrue interest after the Change of Control Purchase Repurchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Repurchase Date and (b) the third Business Day following the expiration of the Change of Control Repurchase Offer (such earlier date being the "Change of Control Repurchase Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Repurchase Offer shall comply with all applicable provisions of Federal federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Repurchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferRepurchase Offer on or before the Repurchase Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Repurchase Price (including together with accrued and unpaid interestinterest and Liquidated Damages, if any) for of all Securities or portions thereof so tendered and (iii) deliver to the Trustee the Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Repurchase Price for such Securities, (together with any accrued but and unpaid interestinterest and Liquidated Damages, if any), and the Trustee shall will promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce publicly the results of the Change of Control Repurchase Offer on or as soon as practicable after the Change of Control Purchase Repurchase Date.
Appears in 2 contracts
Samples: Indenture (Antec Corp), Indenture (Antec Corp)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")) that is no later than 35 Business Days after the Occurrence of such Change of Control, at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus together with accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 Offer as follows:
(1) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law law, but in any case not more than 35 Business Days following commencement (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodOffer, the Company shall promptly purchase all of the properly tendered Securities at the Change of Control Purchase Price;
(4) if the Change of Control Payment Date is on or after a Record Date and not properly withdrawn on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest, subject to clause (b)(4) above), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Section 11.1 or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Payment Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferOffer on or before the Change of Control Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Registrar Securities so accepted together with an Officers' Certificate listing the aggregate principal amount of the Securities or portions thereof being purchased by the Company. The Paying Agent will shall on the Change of Control Purchase Date or promptly deliver thereafter mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee or its authenticating agent shall promptly authenticate and the Registrar shall mail or deliver (or cause to be transferred by book entry) to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Dateconsummation thereof.
Appears in 1 contract
Samples: Indenture (Talk Radio Network Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer on a date selected by the Company (the "Change of Control Offer") on a date that is no later than 45 35 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such repurchase date and subject to clause (b)(4) below) accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
. If the terms of any outstanding Senior Debt prohibit the Company from repurchasing Securities in accordance with the terms of paragraph (ba) Prior of this Section 10.1, then prior to the commencement making of a Change of Control Offerthe offer, but in any event within 30 days 10 Business Days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, to (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) such Senior Debt or offer to repay in full such Senior Debt and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to such Senior Debt of each such lender that holder thereof who has accepted such offer or (iiiii) obtain the requisite consents consent under such Senior Debt to permit the Credit Agreement to waive repurchase of Securities in accordance with the provisions terms of this sentenceSection 10.1. The Company's failure to Company shall first comply with the preceding sentence before it shall constitute an Event of Default described in be required to repurchase Securities pursuant to this Section 6.01(c) and not in Section 6.01(b)10.1.
(cb) In the event that, pursuant to this Section 11.01of a Change of Control, the Company shall be required to commence an offer to purchase Securities (a "Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 ") as follows:
(1) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for not less than 20 Business Days, except to the extent that a longer period is required by applicable law Days following its commencement (the "Change of Control Offer Period");
(3) upon the expiration of a the Change of Control Offer Period, the Company shall purchase all of the properly tendered Securities at the Change of Control Purchase Price, plus accrued and not properly withdrawn unpaid interest thereon;
(4) if the Change of Control Purchase Date is on or after a Record Date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), subject to clause (b)(4) above) and the Change of Control Purchase Date and the Change of Control Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Article X or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date")Offer;
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up prior to the close expiration of business on the Change of Control Put DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply be made in compliance with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offersincluding, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer prior to the expiration of the Change of Control Offer, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including together with accrued and unpaid interest, subject to clause (b)(4) above) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest, subject to clause (b)(4) above), for such Securities, together with any accrued but unpaid interestSecurities (subject to clause (b)(4) above), and the Trustee or its authenticating agent shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; PROVIDED, HOWEVER, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
Samples: Indenture (Universal Outdoor Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided provided, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant on a date to an unconditional, irrevocable offer be established by the Company (the "Change of Control OfferRepurchase Date") on a date that is no later than 45 30 Business Days (as such date may be extended pursuant to clause (2) of subsection (b) of this Section 11.1) after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price (the "Change of Control Purchase Repurchase Price") equal to 101100% of the aggregate principal amount thereof, plus together with accrued and unpaid interestinterest to, if anybut excluding, to and including the Change of Control Purchase Repurchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0111.1, the Company shall be required to commence an offer to purchase Securities (a Change of Control "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1) the Change of Control Repurchase Offer shall commence within 20 25 Business Days following the a Change of Control dateControl;
(2) the Change of Control Repurchase Offer shall remain open for 20 Business DaysDays following its commencement, except to the extent that a longer period is required by applicable law law, but in any case the Repurchase Offer must be completed and the Repurchase Date must occur not more than 60 Business Days following the Change of Control (the "Change of Control Repurchase Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodRepurchase Offer, the Company shall purchase all of the properly Securities tendered and not properly withdrawn Securities in response to the Change of Control Repurchase Offer;
(4) if the Repurchase Date is on or after an interest payment Record Date and on or before the related Interest Payment Date and Damage Payment Date, any accrued interest and Liquidated Damages will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest or Liquidated Damages will be payable to Securityholders who tender Securities pursuant to the Repurchase Offer;
(5) the Company shall provide the Trustee with notice of the Change of Control Repurchase Offer at least 5 Business Days before the commencement of any Change of Control Repurchase Offer; and
(56) on or before the commencement of any Change of Control Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Repurchase Offer and shall state:
(i) that the Change of Control Repurchase Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Repurchase Price (including the amount of accrued and unpaid interestinterest and Liquidated Damages, if any), the Change of Control Purchase Repurchase Date and the Change of Control Repurchase Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is preventedprevented pursuant to Article XII, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Repurchase Offer shall cease to accrue interest and Liquidated Damages after the Change of Control Purchase Repurchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Repurchase Date and (b) the third Business Day following the expiration of the Change of Control Repurchase Offer (such earlier date being the "Change of Control Repurchase Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder Xxxxxx is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Repurchase Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Repurchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferRepurchase Offer on or before the Repurchase Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change Repurchase Price of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Repurchase Price for such Securities, (together with any accrued but and unpaid interestinterest and Liquidated Damages, if any), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce publicly the results of the Change of Control Repurchase Offer on or as soon as practicable after the Change of Control Purchase Repurchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided provided, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant on a date to an unconditional, irrevocable offer be established by the Company (the "Change of Control OfferRepurchase Date") on a date that is no later than 45 50 Business Days (as such date may be extended pursuant to clause (2) of subsection (b) of this Section 11.1) after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price (the "Change of Control Purchase Repurchase Price") equal to 101100% of the aggregate principal amount thereof, plus together with accrued and unpaid interestinterest to, if anybut excluding, to and including the Change of Control Purchase Repurchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0111.1, the Company shall be required to commence an offer to purchase Securities (a Change of Control "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1) the Change of Control Repurchase Offer shall commence within 20 25 Business Days following the a Change of Control dateControl;
(2) the Change of Control Repurchase Offer shall remain open for 20 Business DaysDays following its commencement, except to the extent that a longer period is required by applicable law law, but in any case the Repurchase Offer must be completed and the Repurchase Date must occur not more than 60 Business Days following the Change of Control (the "Change of Control Repurchase Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodRepurchase Offer, the Company shall purchase all of the properly Securities tendered and not properly withdrawn Securities in response to the Change of Control Repurchase Offer;
(4) if the Repurchase Date is on or after an interest payment record date and on or before the related Interest Payment Date and Damage Payment Date, any accrued interest and Liquidated Damages will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest or Liquidated Damages will be payable to Securityholders who tender Securities pursuant to the Repurchase Offer;
(5) the Company shall provide the Trustee with notice of the Change of Control Repurchase Offer at least 5 Business Days before the commencement of any Change of Control Repurchase Offer; and
(56) on or before the commencement of any Change of Control Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Repurchase Offer and shall state:
(i) that the Change of Control Repurchase Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Repurchase Price (including the amount of accrued and unpaid interestinterest and Liquidated Damages, if any), the Change of Control Purchase Repurchase Date and the Change of Control Repurchase Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is preventedprevented pursuant to Article XII, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Repurchase Offer shall cease to accrue interest and Liquidated Damages after the Change of Control Purchase Repurchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Repurchase Date and (b) the third Business Day following the expiration of the Change of Control Repurchase Offer (such earlier date being the "Change of Control Repurchase Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Repurchase Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Repurchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferRepurchase Offer on or before the Repurchase Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change Repurchase Price of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Repurchase Price for such Securities, (together with any accrued but and unpaid interestinterest and Liquidated Damages, if any), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. thereof The Company will publicly announce publicly the results of the Change of Control Repurchase Offer on or as soon as practicable after the Change of Control Purchase Repurchase Date.
Appears in 1 contract
Samples: Indenture (Occusystems Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, each Holder will holder of Securities shall have the right, at such Holderholder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holderholder's Securities (provided provided, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company on a date (the "Change of Control OfferPurchase Date") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof), plus together with accrued and unpaid interestinterest and Liquidated Damages, if any, to and including the Change of Control Purchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0110.1, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 10.1 as follows:
(1i) the Change of Control Offer shall commence within 20 15 Business Days following the occurrence of a Change of Control dateControl;
(2ii) the Change of Control Offer shall remain open for at least 20 Business Days, except to the extent that a longer period is required by applicable law Days following its commencement (the "Change of Control Offer Period");
(3iii) upon the expiration of a the Change of Control Offer Period, the Company promptly shall purchase all of the properly tendered and not properly withdrawn Securities in response to the Change of Control Offer;
(4) the Company shall provide the Trustee with notice of the Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer; and
(5) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interestPrice;
(iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to if the Change of Control Offer shall cease to accrue is on or after an interest after payment Record Date and on or before the Change of Control Purchase associated Interest Payment Date;
, any accrued and unpaid interest (vand Liquidated Damages, if any, due on such Interest Payment Date) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, paid to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything Person in this Indenture to the contrary, be the Company or any Affiliate of the Company) whose name a Security is registered at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Record Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
interest (vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offersLiquidated Damages, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company ) will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.be
Appears in 1 contract
Samples: Indenture (Big 5 Corp /Ca/)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, each Holder of Securities will have the right, at such Holder's option, to require the Company to repurchase all or any part of such Holder's Securities (provided that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable and unconditional offer by the Company Issuers (the "Change of Control Offer"), to require the Issuers to repurchase all or any part (equal to $1,000 principal amount or an integral multiple thereof) of such Holder's Securities, on a date (the "Change of Control Purchase Date") that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus together with any accrued and unpaid interest, if any, interest to and including the Change of Control Purchase Date. The Change of Control Offer shall be made within 30 Business Days following a Change of Control and shall remain open for 20 Business Days following its commencement (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Issuers shall purchase all Securities properly tendered in response to the Change of Control Offer.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0111.1, the Company Issuers shall be required to commence such an offer to purchase Securities (a "Change of Control Offer"), the Company Issuers shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1) the Change of Control Offer shall commence within 20 Business Days following the Change of Control date;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer Period, the Company shall purchase all of the properly tendered and not properly withdrawn Securities in response to the Change of Control Offer;
(4) the Company Issuers shall provide the Trustee with notice of the Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer; and
(52) on or before the commencement of any Change of Control Offer, the Company Issuers or the Trustee (upon the request and at the expense of the CompanyIssuers) shall send, by first-class mail, a notice to each of the SecurityholdersHolders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
Samples: Indenture (Centennial Cellular Corp)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")) that is no later than 35 Business Days after the Occurrence of such Change of Control, at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus together with accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 Offer as follows:
(1) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law law, but in any case not more than 35 Business Days following commencement (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodOffer, the Company shall promptly purchase all of the properly tendered Securities at the Change of Control Purchase Price;
(4) if the Change of Control Payment Date is on or after a Record Date and not properly withdrawn on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest, subject to clause (b)(4) above), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Section 11.1 or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate Affil- iate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Payment Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferOffer on or before the Change of Control Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Registrar Securities so accepted together with an Officers' Certificate listing the aggregate principal amount of the Securities or portions thereof being purchased by the Company. The Paying Agent will shall on the Change of Control Purchase Date or promptly deliver thereafter mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee or its authenticating agent shall promptly authenticate and the Registrar shall mail or deliver (or cause to be transferred 110 by book entry) to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Dateconsummation thereof.
Appears in 1 contract
Samples: Indenture (Jacor Communications Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company or Finance (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Company Issuers to repurchase all or any part of such Holder's Securities (provided provided, however, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date selected by the Issuers that is no later than 45 35 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, thereof plus (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such repurchase date and subject to clause (b)(4) below) accrued and unpaid interest, if any, interest to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company Finance shall be required to commence an offer to purchase Securities (a "Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 ") as follows:
(1i) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2ii) the Change of Control Offer shall remain open for not less than 20 Business Days, except to the extent that a longer period is required by applicable law Days following its commencement (the "Change of Control Offer Period");
(3iii) upon the expiration of a the Change of Control Offer Period, the Company Issuers shall purchase all of the properly tendered Securities at the Change of Control Purchase Price, plus accrued and not properly withdrawn unpaid interest thereon;
(iv) if the Change of Control Purchase Date is on or after a Record Date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Security holders who tender Securities in response pursuant to the Change of Control Offer;
(4v) the Company Issuers shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(5vi) on or before the commencement of any Change of Control Offer, the Company Company, Finance or the Trustee Registrar (upon the request and at the expense of the CompanyIssuers) shall send, by first-class firstclass mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i1) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 9.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii2) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), subject to clause (b)(4) above) and the Change of Control Purchase Date and the Change of Control Put Date (as defined below)Date;
(iii3) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv4) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Article IX or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v5) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.019.1, notwithstanding anything in this Indenture to the contrary, be either of the Company Issuers or any Affiliate of the CompanyIssuers) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date")Offer;
(vi6) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.019.1, notwithstanding anything in this Indenture to the contrary, be either of the Company Issuers or any Affiliate of the CompanyIssuers) receives, up to the close of business on the Change of Control Put Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election exxxxxxn to have such principal amount of Securities purchased; and
(vii7) a brief description of the events resulting in such Change of Control. Any The Issuers agree that any such Change of Control Offer shall comply be made in compliance with all applicable provisions of Federal federal and state securities laws, rules and regulations, including those regulating tender offersincluding, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable federal and state securities laws, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will Issuers shall (ia) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (iib) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including together with accrued and unpaid interest) for of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Companypurchased. The Paying Agent will on the Change of Control Purchase Date promptly deliver shall mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest) for such Securities, together with any accrued but unpaid interest, and the Trustee or its authenticating agent shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Company Issuers to the Holder thereof. The Company will Issuers shall publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided provided, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer on a date selected by the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such repurchase date and subject to clause (b)(4) below) accrued and unpaid interest, if any, interest to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company shall be required to commence an offer to purchase Securities (a "Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 ") as follows:
(1) the Change of Control Offer shall commence within 20 15 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law law, rule or regulation (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodOffer, the Company shall purchase all of the properly tendered Securities at the Change of Control Purchase Price;
(4) if the Change of Control Purchase Date is on or after a Record Date and not properly withdrawn on or before the related Interest Payment Date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
: (i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
; (ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest, subject to clause (b)(4) above), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
; (iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
; (iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Article X or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.73
Appears in 1 contract
Samples: Indenture (HPSC Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided that the principal amount of such Securities at stated maturity must be equal to $1,000 or an integral multiple thereof) of such Holder's Securities pursuant to an unconditionalirrevocable and unconditional offer, irrevocable offer by the Company as described below (the "Change CHANGE OF CONTROL OFFER"), at an offer price in cash (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of Control Offerthe aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to and including the date of purchase (the "CHANGE OF CONTROL PAYMENT") on a date that is no later not more than 45 Business Days 90 days after the occurrence of such Change of Control (the "Change of Control Purchase DateCHANGE OF CONTROL PAYMENT DATE"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1i) the Change of Control Offer shall commence within 20 Business Days 45 days following the occurrence of a Change of Control dateControl;
(2ii) the Change of Control Offer shall remain open for at least 20 Business Days, Days following its commencement except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period"but in any case not more than 40 Business Days following its commencement);
(3iii) upon within three Business Days following the expiration of a Change of Control Offer PeriodOffer, the Company shall purchase all of the properly tendered Securities at the Change of Control Purchase Price;
(iv) if the Change of Control is on or after an interest payment record date and not properly withdrawn on or before the related interest payment date, any accrued interest (and Liquidated Damages, if any) will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(4v) the Company shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(5vi) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(iA) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(iiB) the Change of Control Purchase Price (including the amount of accrued but unpaid interest (and unpaid interestLiquidated Damages, if any), the Change of Control Purchase Date ) and the Change of Control Put Date (as defined below)Payment Date;
(iiiC) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(ivD) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause subsection (b) ), or such payment is preventedprevented for any reason, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(vE) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date")Offer;
(viF) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01receives, notwithstanding anything in this Indenture prior to the contrary, be the Company or any Affiliate expiration of the Company) receives, up to the close of business on the Change of Control Put DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement containing a facsimile signature and stating that such Holder is withdrawing his election to have such principal amount of Securities purchased;
(G) that Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; and
(viiH) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Payment Date, the Company will shall, to the extent lawful, (i1) accept for payment all Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent an amount in cash sufficient equal to pay the Change of Control Purchase Price (including accrued and unpaid interest) for Payment in respect of all Securities or portions thereof so tendered and (iii3) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on shall promptly mail to each Holder so tendered the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price Payment for such Securities, together with any accrued but unpaid interest, and the Trustee shall will promptly authenticate and mail (or deliver cause to such Holders be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any, PROVIDED that each such new Security surrenderedwill be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall improperly tendered or withdrawn will be delivered promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Payment Date. Any such Change of Control Offer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control.
Appears in 1 contract
Samples: Indenture (Sun Healthcare Group Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, unless the Company has elected to redeem all of the Securities upon the occurrence of a Change of Control as set forth in Article 3, each Holder will have the right, at such Holder's option, to require the Company to repurchase all or any part of such Holder's Securities (provided that the principal amount of such Securities securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control OfferCHANGE OF CONTROL OFFER") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase DateCHANGE OF CONTROL PURCHASE DATE"), at a cash price (the "Change of Control Purchase PriceCHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, that pursuant to this Section 11.01, 11.01 the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 as follows:
(1) the Change of Control Offer shall commence within 20 Business Days following the Change of Control date;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law (the "Change of Control Offer PeriodCHANGE OF CONTROL OFFER PERIOD");
(3) upon the expiration of a Change of Control Offer Period, the Company shall purchase all of the properly tendered and not properly withdrawn Securities in response to the Change of Control Offer;
(4) the Company shall provide the Trustee with notice of the Change of Control Offer at least 5 five Business Days before the commencement of any Change of Control Offer; and
(5) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put DateCHANGE OF CONTROL PUT DATE");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by on the Company date (the "Change of Control OfferRepurchase Date") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price (the "Change of Control Purchase Repurchase Price") equal to 101100% of the aggregate principal amount thereof, plus together with accrued and unpaid interest, if any, interest to and including the Change of Control Purchase Repurchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0110.1, the Company shall be required to commence an irrevocable and unconditional offer to purchase Securities (a Change of Control "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.01 10.1 as follows:
(1) the Change of Control Repurchase Offer shall commence within 20 30 Business Days following the a Change of Control dateControl;
(2) the Change of Control Repurchase Offer shall remain open for 20 15 Business DaysDays following its commencement, except to the extent that a longer period is required by applicable law law, but in any case not more than 45 Business Days following the Change of Control (the "Change of Control Repurchase Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodRepurchase Offer, the Company shall purchase all of the properly Securities tendered and not properly withdrawn Securities in response to the Change of Control Repurchase Offer;
(4) if the Repurchase Date is on or after an interest payment record date and on or before the related Interest Payment Date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Security Holders who tender Securities pursuant to the Repurchase Offer;
(5) the Company shall provide the Trustee with notice of the Change of Control Offer Repurchase Offer, at least 5 Business Days before the commencement of any Change of Control Repurchase Offer; and
(56) on or before the commencement of any Change of Control Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the SecurityholdersSecurity Holders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Repurchase Offer and shall state:
(i) that the Change of Control Repurchase Offer is being made pursuant to such notice and this Section 11.01 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Repurchase Price (including the amount of accrued and unpaid interest, if any), the Change of Control Purchase Repurchase Date and the Change of Control Repurchase Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest, if any;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is preventedprevented pursuant to Article 11, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Repurchase Offer shall cease to accrue interest after the Change of Control Purchase Repurchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Repurchase Date and (b) the third Business Day following the expiration of the Change of Control Repurchase Offer (such earlier date being the "Change of Control Repurchase Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Repurchase Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Repurchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferRepurchase Offer on or before the Repurchase Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Repurchase Price (including together with accrued and unpaid interest, if any) for of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Repurchase Price for such Securities, (together with any accrued but and unpaid interest, if any), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce publicly the results of the Change of Control Repurchase Offer on or as soon as practicable after the Change of Control Purchase Repurchase Date.
Appears in 1 contract
Samples: Indenture (Platinum Technology Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In Subject to Section 11.2, in the event that a Change of Control occurs, each Holder will have the rightCompany shall offer, at such Holder's optionsubject to the terms and conditions of this Indenture, to require the Company to repurchase purchase all or any part of such each Holder's Securities (provided provided, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by on the Company date (the "Change of Control OfferRepurchase Date") on a date that is no later than 45 Business Days (except as hereinafter provided) after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price (the "Change of Control Purchase Repurchase Price") equal to 101100% of the aggregate principal amount thereof, plus together with accrued and unpaid interestinterest and Liquidated Damages, if any, to and including (but excluding) the Change of Control Purchase Repurchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0111.1, the Company shall be required to commence an offer to purchase Securities (a Change of Control "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1) the Change of Control Repurchase Offer shall commence within 20 25 Business Days following the a Change of Control dateControl;
(2) the Change of Control Repurchase Offer shall remain open for 20 Business DaysDays following its commencement, except to the extent that a longer period is required by applicable law law, but in any case not more than 60 Business Days following the Change of Control (the "Change of Control Repurchase Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodRepurchase Offer, the Company shall purchase all of the properly Securities tendered and not properly withdrawn Securities in response to the Change of Control Repurchase Offer;
(4) if the Repurchase Date is on or after an interest payment record date and on or before the related Interest Payment Date, any accrued interest and Liquidated Damages will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest or Liquidated Damages will be payable to Securityholders who tender Securities pursuant to the Repurchase Offer;
(5) the Company shall provide the Trustee with written notice of the Change of Control Repurchase Offer at least 5 Business Days before the commencement of any Change of Control OfferRepurchase Offer (or such shorter period that is satisfactory to the Trustee); and
(56) on or before the commencement of any Change of Control Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Repurchase Offer and shall state:
(i) that the Change of Control Repurchase Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Repurchase Price (including the amount of accrued and unpaid interestinterest and Liquidated Damages, if any), the Change of Control Purchase Repurchase Date and the Change of Control Repurchase Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or and accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is preventedprevented pursuant to Article XII, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Repurchase Offer shall cease to accrue interest and Liquidated Damages after the Change of Control Purchase Repurchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Repurchase Date and (b) the third Business Day following the expiration of the Change of Control Repurchase Offer (such earlier date being the "Change of Control Repurchase Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have tx xxxx such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Repurchase Offer shall comply with all applicable provisions of Federal federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Repurchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferRepurchase Offer on or before the Repurchase Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Repurchase Price (including together with accrued and unpaid interestinterest and Liquidated Damages, if any) for of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Repurchase Price for such Securities, (together with any accrued but and unpaid interestinterest and Liquidated Damages, if any), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce publicly the results of the Change of Control Repurchase Offer on or as soon as practicable after the Change of Control Purchase Repurchase Date.
Appears in 1 contract
Samples: Indenture (Oak Industries Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer on a date selected by the Company (the "Change of Control Offer") on a date that is no later than 45 35 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such repurchase date and subject to clause (b)(4) below) accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
. If the terms of any outstanding Senior Debt prohibit the Company from repurchasing Securities in accordance with the terms of paragraph (ba) Prior of this Section 10.1, then prior to the commencement making of a Change of Control Offerthe offer, but in any event within 30 days 10 Business Days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, to (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) such Senior Debt or offer to repay in full such Senior Debt and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to such Senior Debt of each such lender that holder thereof who has accepted such offer or (iiiii) obtain the requisite consents consent under such Senior Debt to permit the Credit Agreement to waive repurchase of Securities in accordance with the provisions terms of this sentenceSection 10.1. The Company's failure to Company shall first comply with the preceding sentence before it shall constitute an Event of Default described in be required to repurchase Securities pursuant to this Section 6.01(c) and not in Section 6.01(b)10.1.
(cb) In the event that, pursuant to this Section 11.01of a Change of Control, the Company shall be required to commence an offer to purchase Securities (a "Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 ") as follows:
(1) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for not less than 20 Business Days, except to the extent that a longer period is required by applicable law Days following its commencement (the "Change of Control Offer Period");
(3) upon the expiration of a the Change of Control Offer Period, the Company shall purchase all of the properly tendered Securities at the Change of Control Purchase Price, plus accrued and not properly withdrawn unpaid interest thereon;
(4) if the Change of Control Purchase Date is on or after a Record Date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
Samples: Indenture (Universal Outdoor Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided provided, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company on a date (the "Change of Control OfferPurchase Date") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company shall be required to commence an offer to purchase Securities (a "Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 ") as follows:
(1) the Change of Control Offer shall commence within 20 15 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for not less than 20 Business Days, except to the extent that a longer period is required by applicable law Days following its commencement (the "Change of Control Offer Period");
(3) upon the expiration of a the Change of Control Offer Period, the Company shall purchase all of the Securities properly tendered and not properly withdrawn Securities in response to the Change of Control Offer at the Change of Control Purchase Price, plus accrued and unpaid interest thereon;
(4) if the Change of Control Purchase Date is on or after a Record Date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), ) and the Change of Control Purchase Date and the Change of Control Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Article X or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date")Offer;
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01receives, notwithstanding anything in this Indenture prior to the contrary, be the Company or any Affiliate expiration of the Company) receives, up to the close of business on the Change of Control Put DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the certificate number (if applicable), the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased;
(vii) that Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; and
(viiviii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply be made in compliance with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offersincluding, if applicable, Regulation 14E under the Exchange Act and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such rules thereunder and all other applicable Federal and state securities laws. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including together with accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest), for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Securities (provided provided, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")) that is no later than 35 Business Days after the Occurrence of such Change of Control, at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus together with accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 Offer as follows:
(1) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law law, but in any case not more than 35 Business Days following commencement (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodOffer, the Company shall promptly purchase all of the properly tendered Securities at the Change of Control Purchase Price;
(4) if the Change of Control Payment Date is on or after a Record Date and not properly withdrawn on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest, subject to clause (b)(4) above), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;; 126
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Section 11.1 or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Payment Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferOffer on or before the Change of Control Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Registrar Securities so accepted together with an Officers' Certificate listing the aggregate principal amount of the Securities or portions thereof being purchased by the Company. The Paying Agent will shall on the Change of Control Purchase Date or promptly deliver thereafter mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee or its authenticating agent shall promptly authenticate and the Registrar shall mail or deliver (or cause to be transferred by book entry) to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.consummation thereof. 128
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")) that is no later than 35 Business Days after the Occurrence of such Change of Control, at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus together with accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 Offer as follows:
(1) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law law, but in any case not more than 35 Business Days following commencement (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodOffer, the Company shall promptly purchase all of 102 the properly tendered Securities at the Change of Control Purchase Price;
(4) if the Change of Control Payment Date is on or after a Record Date and not properly withdrawn on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest, subject to clause (b)(4) above), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Section 11.1 or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Payment Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferOffer on or before the Change of Control Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Registrar Securities so accepted together with an Officers' Certificate Cer- tificate listing the aggregate principal amount of the Securities or portions thereof being purchased by the Company. The Paying Agent will shall on the Change of Control Purchase Date or promptly deliver thereafter mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee or its authenticating agent shall promptly authenticate and the Registrar shall mail or deliver (or cause to be transferred by book entry) to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Dateconsummation thereof.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")) that is no later than 35 Business Days after the Occurrence of such Change of Control, at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus together with accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 Offer as follows:
(1) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law law, but in any case not more than 35 Business Days following commencement (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodOffer, the Company shall promptly purchase all of the properly tendered Securities at the Change of Control Purchase Price;
(4) if the Change of Control Payment Date is on or after a Record Date and not properly withdrawn on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest, subject to clause (b)(4) above), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Section 11.1 or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Payment Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferOffer on or before the Change of Control Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Registrar Securities so accepted together with an Officers' Certificate listing the aggregate principal amount of the Securities or portions thereof being purchased by the Company. The Paying Agent will shall on the Change of Control Purchase Date or promptly deliver thereafter mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee or its authenticating agent shall promptly authenticate and the Registrar shall mail or deliver (or cause to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered transferred by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.book
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Company to offer to repurchase all or any part of such Holder's Securities (provided provided, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant on a date to an unconditional, irrevocable offer be established by the Company (the "Change of Control OfferRepurchase Date") on a date that is no later than 45 40 Business Days (as such date may be extended pursuant to clause (2) of subsection (b) of this Section 10.1) after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price (the "Change of Control Purchase Repurchase Price") equal to 101100% of the aggregate principal amount thereof, plus together with accrued and unpaid interestinterest and any Liquidated Damages on the Securities to, if anybut excluding, the Repurchase Date. The Repurchase Price shall be paid in Cash; however, subject to the provisions of Section 10.2, the Repurchase Price (excluding accrued and including the Change unpaid interest and any Liquidated Damages) may be paid in shares of Control Purchase DateCommon Stock.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0110.1, the Company shall be required to commence an offer to purchase Securities (a Change of Control "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.01 10.1 as follows:
(1) the Change of Control Repurchase Offer shall commence within 20 Business Days following the a Change of Control dateControl;
(2) the Change of Control Repurchase Offer shall remain open for 20 Business DaysDays following its commencement, except to the extent that a longer period is required by applicable law law, but in any case the Repurchase Offer must be completed and the Repurchase Date must occur not more than 70 Business Days following the Change of Control (the "Change of Control Repurchase Offer Period");
(3) upon the expiration of a Change of Control Repurchase Offer Period, the Company shall purchase all of the Securities properly tendered and not properly withdrawn Securities in response to the Change of Control Repurchase Offer;
(4) if the Repurchase Date is after a Record Date and on or before the related Interest Payment Date, any accrued interest and any Liquidated Damages will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest or Liquidated Damages will be payable to Securityholders who tender Securities pursuant to the Repurchase Offer;
(5) the Company shall provide the Trustee with notice of the Change of Control Repurchase Offer at least 5 Business Days before the commencement of any Change of Control Repurchase Offer; and
(56) on or before the commencement of any Change of Control Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Repurchase Offer and shall state:
(i) that the Change of Control Repurchase Offer is being made pursuant to such notice and this Section 11.01 10.1 and that all Securities, or portions thereof, properly tendered will be accepted for paymentpurchase;
(ii) the Change of Control Purchase Repurchase Price (including the amount of accrued and unpaid interestinterest and any Liquidated Damages), the Change Repurchase Date, the Repurchase Put Date, and whether the Company will elect to pay the Repurchase Price in Cash or shares of Control Purchase Date Common Stock (provided that accrued and the Change of Control Put Date (as defined belowunpaid interest and any Liquidated Damages must be paid in Cash);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interestinterest and, if applicable, Liquidated Damages;
(iv) that, unless the Company defaults in depositing cash Cash and/or Common Stock with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is preventedprevented pursuant to Article XI, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Repurchase Offer shall cease to accrue interest and Liquidated Damages after the Change of Control Purchase Repurchase Date;
(v) that Holders electing to have a Security, or a portion thereof, purchased pursuant to a Change of Control Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to To Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Repurchase Date and (b) the third Business Day following the expiration of the Change of Control Repurchase Offer (such earlier date being the "Change of Control Repurchase Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder Xxxxxx is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Repurchase Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. Without limiting the generality of the foregoing, the Company shall comply with the provisions of Rule 13e-4 and Rule 14e-1 under the Exchange Act, will file a Schedule 13E-4 or any successor or similar schedule required thereunder, in each case to the extent applicable to any Repurchase Offer. On or before the Change of Control Purchase Repurchase Date, the Company will shall (i) accept for payment purchase Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferRepurchase Offer on or before the Repurchase Put Date, (ii) deposit with the Paying Agent cash Cash and/or (subject to the provisions of Section 10.2) Common Stock sufficient to pay the Change of Control Purchase Repurchase Price (including together with Cash sufficient to pay all accrued and unpaid interestinterest and any Liquidated Damages) for of all Securities or portions thereof so tendered and (iii) deliver to the Trustee the Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in Cash or Common Stock, in either case in an amount equal to the Change of Control Purchase Repurchase Price for such Securities, (together with Cash equal to all accrued and unpaid interest and any accrued but unpaid interestLiquidated Damages, if payable to such Holders in accordance with the terms of this Indenture), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce publicly the results of the Change of Control Repurchase Offer on or as soon as practicable after the Change of Control Purchase Repurchase Date.
Appears in 1 contract
Samples: Indenture (Getty Images Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")) that is no later than 35 Business Days after the Occurrence of such Change of Control, at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus together with accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 Offer as follows:
(1) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law law, but in any case not more than 35 Business Days following commencement (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodOffer, the Company shall promptly purchase all of the properly tendered Securities at the Change of Control Purchase Price;
(4) if the Change of Control Payment Date is on or after a Record Date and not properly withdrawn on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest, subject to clause (b)(4) above), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Section 11.1 or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Payment Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferOffer on or before the Change of Control Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Registrar Securities so accepted together with an Officers' Certificate listing the aggregate principal amount of the Securities or portions thereof being purchased by the Company. The Paying Agent will shall on the Change of Control Purchase Date or promptly deliver thereafter mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee or its authenticating agent shall promptly authenticate and the Registrar shall mail or deliver (or cause to be transferred by book entry) to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Dateconsummation thereof.
Appears in 1 contract
Samples: Indenture (Efm Programming Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will have the right, at such Holder's option, to require the Company to repurchase all or any part of such Holder's Securities (provided that the principal amount of such Securities securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, that pursuant to this Section 11.01, 11.01 the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 as follows:
(1) the Change of Control Offer shall commence within 20 Business Days following the Change of Control date;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer Period, the Company shall purchase all of the properly tendered and not properly withdrawn Securities in response to the Change of Control Offer;
(4) the Company shall provide the Trustee with notice of the Change of Control Offer at least 5 five Business Days before the commencement of any Change of Control Offer; and
(5) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by on the Company date (the "Change of Control OfferRepurchase Date") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price (the "Change of Control Purchase Repurchase Price") equal to 101100% of the aggregate principal amount thereof, plus together with accrued and unpaid interest, if any, interest to and including the Change of Control Purchase Repurchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0110.1, the Company shall be required to commence an irrevocable and unconditional offer to purchase Securities (a Change of Control "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.01 10.1 as follows:
(1) the Change of Control Repurchase Offer shall commence within 20 30 Business Days following the a Change of Control dateControl;
(2) the Change of Control Repurchase Offer shall remain open for 20 15 Business DaysDays following its commencement, except to the extent that a longer period is required by applicable law law, but in any case not more than 45 Business Days following the Change of Control (the "Change of Control Repurchase Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodRepurchase Offer, the Company shall purchase all of the properly Securities tendered and not properly withdrawn Securities in response to the Change of Control Repurchase Offer;
(4) if the Repurchase Date is on or after an interest payment record date and on or before the related Interest Payment Date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Security Holders who tender Securities pursuant to the Repurchase Offer;
(5) the Company shall provide the Trustee with notice of the Change of Control Offer Repurchase Offer, at least 5 Business Days before the commencement of any Change of Control Repurchase Offer; and
(56) on or before the commencement of any Change of Control Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the SecurityholdersSecurity Holders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Repurchase Offer and shall state:
(i) that the Change of Control Repurchase Offer is being made pursuant to such notice and this Section 11.01 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Repurchase Price (including the amount of accrued and unpaid interest, if any), the Change of Control Purchase Repurchase Date and the Change of Control Repurchase Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest, if any;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is preventedprevented pursuant to Article 11, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Repurchase Offer shall cease to accrue interest after the Change of Control Purchase Repurchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Repurchase Date and (b) the third Business Day following the expiration of the Change of Control Repurchase Offer (such earlier date being the "Change of Control Repurchase Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder Xxxxxx is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Repurchase Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Repurchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferRepurchase Offer on or before the Repurchase Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Repurchase Price (including together with accrued and unpaid interest, if any) for of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Repurchase Price for such Securities, (together with any accrued but and unpaid interest, if any), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce publicly the results of the Change of Control Repurchase Offer on or as soon as practicable after the Change of Control Purchase Repurchase Date.
Appears in 1 contract
Samples: Indenture (Platinum Technology Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer on a date selected by the Company (the "Change of Control Offer") on a date that is no later than 45 35 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such repurchase date and subject to clause (b)(4) below) accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
. If the terms of any outstanding Senior Debt prohibit the Company from repurchasing Securities in accordance with the terms of paragraph (ba) Prior of this Section 10.1, then prior to the commencement making of a Change of Control Offerthe offer, but in any event within 30 days 10 Business Days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, to (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) such Senior Debt or offer to repay in full such Senior Debt and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to such Senior Debt of each such lender that holder thereof who has accepted such offer or (iiiii) obtain the requisite consents consent under such Senior Debt to permit the Credit Agreement to waive repurchase of Securities in accordance with the provisions terms of this sentenceSection 10.1. The Company's failure to Company shall first comply with the preceding sentence before it shall constitute an Event of Default described in be required to repurchase Securities pursuant to this Section 6.01(c) and not in Section 6.01(b)10.1.
(cb) In the event that, pursuant to this Section 11.01of a Change of Control, the Company shall be required to commence an offer to purchase Securities (a "Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 ") as follows:
(1) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2) the Change of Control Offer shall remain open for not less than 20 Business Days, except to the extent that a longer period is required by applicable law Days following its commencement (the "Change of Control Offer Period");
(3) upon the expiration of a the Change of Control Offer Period, the Company shall purchase all of the properly tendered Securities at the Change of Control Purchase Price, plus accrued and not properly withdrawn unpaid interest thereon;
(4) if the Change of Control Purchase Date is on or after a Record Date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(45) the Company shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(56) on or before the commencement of any Change of Control Offer, the Company or the Trustee Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), subject to clause (b)(4) above) and the Change of Control Purchase Date and the Change of Control Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Article X or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date")Offer;
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up prior to the close expiration of business on the Change of Control Put DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply be made in compliance with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offersincluding, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer prior to the expiration of the Change of Control Offer, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including together with accrued and unpaid interest, subject to clause (b)(4) above) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest, subject to clause (b)(4) above), for such Securities, together with any accrued but unpaid interestSecurities (subject to clause (b)(4) above), and the Trustee or its authenticating agent shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; PROVIDED, HOWEVER, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
Samples: Indenture (Universal Outdoor Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company or Finance (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Company Issuers to repurchase all or any part of such Holder's Securities (provided provided, however, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date selected by the Issuers that is no later than 45 35 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, thereof plus (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such repurchase date and subject to clause (b)(4) below) accrued and unpaid interest, if any, interest to and including the Change of Control Purchase Date.
(b) Prior to In the commencement event of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.01, the Company Finance shall be required to commence an offer to purchase Securities (a "Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 ") as follows:
(1i) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control dateControl;
(2ii) the Change of Control Offer shall remain open for not less than 20 Business Days, except to the extent that a longer period is required by applicable law Days following its commencement (the "Change of Control Offer Period");
(3iii) upon the expiration of a the Change of Control Offer Period, the Company Issuers shall purchase all of the properly tendered Securities at the Change of Control Purchase Price, plus accrued and not properly withdrawn unpaid interest thereon;
(iv) if the Change of Control Purchase Date is on or after a Record Date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Security holders who tender Securities in response pursuant to the Change of Control Offer;
(4v) the Company Issuers shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(5vi) on or before the commencement of any Change of Control Offer, the Company Company, Finance or the Trustee Registrar (upon the request and at the expense of the CompanyIssuers) shall send, by first-class firstclass mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i1) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 9.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii2) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), subject to clause (b)(4) above) and the Change of Control Purchase Date and the Change of Control Put Date (as defined below)Date;
(iii3) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv4) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) Article IX or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v5) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.019.1, notwithstanding anything in this Indenture to the contrary, be either of the Company Issuers or any Affiliate of the CompanyIssuers) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date")Offer;
(vi6) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.019.1, notwithstanding anything in this Indenture to the contrary, be either of the Company Issuers or any Affiliate of the CompanyIssuers) receives, up to the close of business on the Change of Control Put Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder Xxxxxx is withdrawing his election to have such principal amount of Securities purchased; and
(vii7) a brief description of the events resulting in such Change of Control. Any The Issuers agree that any such Change of Control Offer shall comply be made in compliance with all applicable provisions of Federal federal and state securities laws, rules and regulations, including those regulating tender offersincluding, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable federal and state securities laws, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will Issuers shall (ia) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (iib) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Price (including together with accrued and unpaid interest) for of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Companypurchased. The Paying Agent will on the Change of Control Purchase Date promptly deliver shall mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest) for such Securities, together with any accrued but unpaid interest, and the Trustee or its authenticating agent shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Company Issuers to the Holder thereof. The Company will Issuers shall publicly announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
Samples: Indenture (Waterford Gaming LLC)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In Subject to Section 11.2, in the event that a Change of Control occurshas occurred, each Holder will have the rightCompany shall offer, at such Holder's optionsubject to the terms and conditions of this Indenture, to require the Company to repurchase purchase all or any part of such each Holder's Securities (provided that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by on the Company date (the "Change of Control OfferRepurchase Date") on a date fixed in the manner provided in this Section 11.1 that is no later than 45 Business Days (except as hereinafter provided) after the occurrence of such Change of Control (or, at the "option of the Company, prior to such Change of Control Purchase Date")Control, but after the public announcement thereof, at a cash price (the "Change of Control Purchase Repurchase Price") equal to 101100% of the aggregate principal amount thereof, plus together with accrued and unpaid interestinterest and Liquidated Damages, if any, to and including (but excluding) the Change of Control Purchase Repurchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0111.1, the Company shall be required to commence an offer to purchase Securities (a Change of Control "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1) the Change of Control Repurchase Offer shall commence on the date specified by the Company that shall be within 20 25 Business Days following the a Change of Control dateControl;
(2) the Change of Control Repurchase Offer shall remain open for 20 Business DaysDays following its commencement, except to the extent that a longer period is required by applicable law (the "Change of Control Repurchase Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodRepurchase Offer, the Company shall purchase all of the properly Securities tendered and not properly withdrawn Securities in response to the Change of Control Repurchase Offer;
(4) if the Repurchase Date is on or after an interest payment Record Date and on or before the related Interest Payment Date, any accrued interest and Liquidated Damages will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest or Liquidated Damages will be payable to Holders who tender Securities pursuant to the Repurchase Offer;
(5) the Company shall provide the Trustee with written notice of the Change of Control Repurchase Offer at least 5 Business Days before the commencement of any Change of Control OfferRepurchase Offer (or such shorter period that is satisfactory to the Trustee); and
(56) on or before the commencement of any Change of Control Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the SecurityholdersHolders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Repurchase Offer and shall state:
(i) that the Change of Control Repurchase Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Repurchase Price (including the amount of accrued and unpaid interestinterest and Liquidated Damages, if any), the Change of Control Purchase Repurchase Date and the Change of Control Repurchase Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or and accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is preventedprevented pursuant to Article XII, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Repurchase Offer shall cease to accrue interest after the Change of Control Purchase Repurchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Repurchase Date and (b) the third Business Day following the expiration of the Change of Control Repurchase Offer (such earlier date being the "Change of Control Repurchase Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any notice of a Repurchase Offer mailed in accordance with the foregoing provisions shall be conclusively presumed to have been duly given whether or not a given Holder receives the same. Any such Change of Control Repurchase Offer shall comply with all applicable provisions of Federal federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Repurchase Date, the Company will shall, to the extent lawful, (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferRepurchase Offer on or before the Repurchase Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Repurchase Price (including together with accrued and unpaid interestinterest and Liquidated Damages, if any) for of all Securities or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Repurchase Price for such Securities, (together with any accrued but and unpaid interestinterest and Liquidated Damages, if any), and the Trustee shall will promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce publicly the results of the Change of Control Repurchase Offer on or as soon as practicable after the Change of Control Purchase Repurchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, unless all Securities have been called for redemption, each Holder of Securities will have the right, at such Holder's option, to require the Company to repurchase all or any part of such Holder's Securities (provided that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable and unconditional offer by the Company Issuer (the "Change of Control Offer"), to require the Issuer to repurchase all or any part (equal to $1,000 principal amount or an integral multiple thereof) of such Holder's Securities, on a date (the "Change of Control Purchase Date") that is no later than 45 50 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus together with any accrued and unpaid interestinterest to, if anybut not including, to and including the Change of Control Purchase Date.
(b) Prior to the commencement . The Change of Control Offer shall be made within 30 Business Days following a Change of Control Offer, but in any event within 30 days and shall remain open for 20 Business Days following any its commencement (the "Change of ControlControl Offer Period"). Upon expiration of the Change of Control Offer Period, the Company covenants toIssuer shall purchase all Securities properly tendered in response to the Change of Control Offer. Notwithstanding the foregoing, if at such time the terms Issuer will not be required to make a Change of the Credit Agreement require repayment Control Offer if, upon a Change of Control, a third party (iA) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) makes an offer to repay purchase Securities in full the manner, at the times and terminate all commitments and Indebtedness under otherwise in compliance with the Credit Agreement requirements set forth in this Article X and (B) repay the Indebtedness owed to each such lender that has accepted purchases all Securities validly tendered and not withdrawn under such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b)purchase.
(cb) In the event that, pursuant to this Section 11.0110.1, the Company Issuer shall be required to commence a Change of Control Offer, the Company Issuer shall follow the procedures set forth in this Section 11.01 10.1 as follows:
(1A) the Change of Control Offer shall commence within 20 Business Days following the Change of Control date;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer Period, the Company shall purchase all of the properly tendered and not properly withdrawn Securities in response to the Change of Control Offer;
(4) the Company Issuer shall provide the Trustee with notice of the Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer; and
(5B) on or before the commencement of any Change of Control Offer, the Company Issuer or the Trustee (upon the request and at the expense of the CompanyIssuer) shall send, by first-class mail, a notice to each of the SecurityholdersHolders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, unless the Company has elected to redeem all of the Securities upon the occurrence of a Change of Control as set forth in Article 3, each Holder will have the right, at such Holder's option, to require the Company to repurchase all or any part of such Holder's Securities (provided that the principal amount of such Securities securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, that pursuant to this Section 11.01, 11.01 the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 as follows:
(1) the Change of Control Offer shall commence within 20 Business Days following the Change of Control date;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer Period, the Company shall purchase all of the properly tendered and not properly withdrawn Securities in response to the Change of Control Offer;
(4) the Company shall provide the Trustee with notice of the Change of Control Offer at least 5 five Business Days before the commencement of any Change of Control Offer; and
(5) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will have the right, at such Holder's option, to require the Company shall commence an irrevocable and unconditional offer, in accordance with the requirements of Section 10.1(b) below, to repurchase all or any part of such Holder's the then outstanding Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by on the Company date (the "Change of Control OfferRepurchase Date") on a date that is no later than 45 Business Days 60 days after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price (the "Change of Control Purchase Repurchase Price") equal to 101100% of the aggregate principal amount thereof, plus together with accrued and unpaid interestinterest and Liquidated Damages, if any, to and including the Change of Control Purchase Repurchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0110.1, the Company shall be required to commence an irrevocable and unconditional offer to purchase Securities (a Change of Control "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.01 10.1 as follows:
(1) the Change of Control Repurchase Offer shall commence within 20 Business Days 30 days following the a Change of Control dateControl;
(2) the Change of Control Repurchase Offer shall remain open for not less than 20 Business DaysDays following its commencement, except to the extent that a longer period is required by applicable law (the "Change of Control Repurchase Offer Period"); PROVIDED, HOWEVER, that under no circumstances shall the Repurchase Date occur later than 90 days after the Change of Control;
(3) upon the expiration of a Change of Control Offer PeriodRepurchase Offer, the Company shall purchase all of the properly Securities tendered and not properly withdrawn Securities in response to the Change of Control Repurchase Offer;
(4) if the Repurchase Date is on or after an interest payment record date and on or before the related Interest Payment Date, and any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Securityholders who tender Securities pursuant to the Repurchase Offer;
(5) the Company shall provide the Trustee with notice of the Change of Control Repurchase Offer at least 5 Business Days before the commencement of any Change of Control Repurchase Offer; and
(56) on or before the commencement of any Change of Control Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Repurchase Offer and shall state:
(i) that the Change of Control Repurchase Offer is being made pursuant to such notice and this Section 11.01 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Repurchase Price (including the amount of accrued and unpaid interest, if any), the Change of Control Purchase Repurchase Date and the Change of Control Repurchase Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest, if any;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is preventedprevented pursuant to Article XI, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Repurchase Offer shall cease to accrue interest after the Change of Control Purchase Repurchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Repurchase Date and (b) the third Business Day following the expiration of the Change of Control Repurchase Offer (such earlier date being the "Change of Control Repurchase Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Repurchase Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Repurchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferRepurchase Offer on or before the Repurchase Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change of Control Purchase Repurchase Price (including together with accrued and unpaid interestinterest and Liquidated Damages, if any) for of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Repurchase Price for such Securities, (together with any accrued but and unpaid interestinterest and Liquidated Damages, if any), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. All questions to the validity, eligibility (including time of receipt), withdrawal and acceptance of any Security for repurchase shall be determined by the Company, whose determination shall be final and binding. The Company will publicly announce publicly the results of the Change of Control Repurchase Offer on or as soon as practicable after the Change of Control Purchase Repurchase Date.
Appears in 1 contract
Samples: Indenture (Petsmart Inc)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, each Holder holder of Securities will have the right, at such Holderholder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holderholder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company on a date (the "Change of Control OfferPurchase Date") on a date that is no later than 45 35 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof), plus together with accrued and unpaid interestinterest and Liquidated Damages, if any, to and including the Change of Control Purchase Date.
(b) Prior . Notwithstanding anything in this Article X to the contrary, prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, shall (ii)(a) repay in full and terminate all commitments and under Indebtedness under the Credit Agreement or, and all other Senior Debt the terms of which require repayment upon a Change of Control or (ii)(Ab) offer to repay in full and terminate all commitments and under all Indebtedness under the Credit Agreement and (B) all such other Senior Debt and repay the Indebtedness owed to each such lender that which has accepted such offer in full or (iiiii) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to waive permit the provisions repurchase of this sentencethe Securities as provided herein. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c6.1(iv) and not in Section 6.01(b6.1(ii).
(cb) In the event that, pursuant to this Section 11.0110.1, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 10.1 as follows:
(1i) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of a Change of Control dateControl;
(2ii) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law Days following its commencement (the "Change of Control Offer Period");
(3iii) upon the expiration of a the Change of Control Offer Period, the Company promptly shall purchase all of the properly tendered Securities at the Change of Control Purchase Price;
(iv) if the Change of Control is on or after an interest payment record date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and such interest (and Liquidated Damages, if applicable) will not properly withdrawn be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(4v) the Company shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(5vi) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(iA) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(iiB) the Change of Control Purchase Price (including the amount of accrued but unpaid interest (and unpaid interestLiquidated Damages, if any), ) and the Change of Control Purchase Date and the Change of Control Put Date (as defined below)Date;
(iiiC) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(ivD) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) Section 10.1, or such payment is preventedprevented for any reason, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(vE) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date")Offer;
(viF) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01receives, notwithstanding anything in this Indenture prior to the contrary, be the Company or any Affiliate expiration of the Company) receives, up to the close of business on the Change of Control Put DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement containing a facsimile signature and stating that such Holder is withdrawing his election to have such principal amount of Securities purchased;
(G) that Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; and
(viiH) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply be made in compliance with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offersincluding, if applicable, Regulation 14E under the Exchange Act and any the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of 84 this Indenture which conflict relating to a Change of Control, compliance by the Company or any of the Guarantors with such laws and regulations shall be deemed to be superseded by the provisions not in and of such lawsitself cause a breach of its obligations under this Indenture. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including together with accrued and unpaid interestinterest and Liquidated Damages, if any) for of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent promptly will on pay the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, (together with any accrued but and unpaid interestinterest and Liquidated Damages, if any), and the Trustee shall promptly will authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall will be delivered promptly mailed or delivered by the Company to the Holder thereof. The Company publicly will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, unless all Securities have been called for redemption, each Holder of Securities will have the right, at such Holder's option, to require the Company to repurchase all or any part of such Holder's Securities (provided that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable and unconditional offer by the Company Issuer (the "Change of Control Offer"), to require the Issuer to repurchase all or any part (equal to $1,000 principal amount or an integral multiple thereof) of such Holder's Securities, on a date (the "Change of Control Purchase Date") that is no later than 45 50 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus together with any accrued and unpaid interestinterest to, if anybut not including, to and including the Change of Control Purchase Date.
(b) Prior to the commencement . The Change of Control Offer shall be made within 30 Business Days following a Change of Control Offer, but in any event within 30 days and shall remain open for 20 Business Days following any its commencement (the "Change of ControlControl Offer Period"). Upon expiration of the Change of Control Offer Period, the Company covenants toIssuer shall purchase all Securities properly tendered in response to the Change of Control Offer. Notwithstanding the foregoing, if at such time the terms Issuer will not be required to make a Change of the Credit Agreement require repayment Control Offer if, upon a Change of Control, a third party (iA) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) makes an offer to repay purchase Securities in full the manner, at the times and terminate all commitments and Indebtedness under otherwise in compliance with the Credit Agreement requirements set forth in this Article XI and (B) repay the Indebtedness owed to each such lender that has accepted purchases all Securities validly tendered and not withdrawn under such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b)purchase.
(cb) In the event that, pursuant to this Section 11.0111.1, the Company Issuer shall be required to commence a Change of Control Offer, the Company Issuer shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1A) the Change of Control Offer shall commence within 20 Business Days following the Change of Control date;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer Period, the Company shall purchase all of the properly tendered and not properly withdrawn Securities in response to the Change of Control Offer;
(4) the Company Issuer shall provide the Trustee with notice of the Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer; and
(5B) on or before the commencement of any Change of Control Offer, the Company Issuer or the Trustee (upon the request and at the expense of the CompanyIssuer) shall send, by first-class mail, a notice to each of the SecurityholdersHolders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, each Holder holder of Securities will have the right, at such Holderholder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holderholder's Securities (provided PROVIDED, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by the Company on a date (the "Change of Control OfferPurchase Date") on a date that is no later than 45 35 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof), plus together with accrued and unpaid interestinterest and Liquidated Damages, if any, to and including the Change of Control Purchase Date.
(b) Prior . Notwithstanding anything in this Article X to the contrary, prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, shall (ii)(a) repay in full and terminate all commitments and under Indebtedness under the Credit Agreement or, and all other Senior Debt the terms of which require repayment upon a Change of Control or (ii)(Ab) offer to repay in full and terminate all commitments and under all Indebtedness under the Credit Agreement and (B) all such other Senior Debt and repay the Indebtedness owed to each such lender that which has accepted such offer in full or (iiiii) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to waive permit the provisions repurchase of this sentencethe Securities as provided herein. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c6.1(iv) and not in Section 6.01(b6.1(ii).
(cb) In the event that, pursuant to this Section 11.0110.1, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 11.01 10.1 as follows:
(1i) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of a Change of Control dateControl;
(2ii) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law Days following its commencement (the "Change of Control Offer Period");
(3iii) upon the expiration of a the Change of Control Offer Period, the Company promptly shall purchase all of the properly tendered Securities at the Change of Control Purchase Price;
(iv) if the Change of Control is on or after an interest payment record date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and such interest (and Liquidated Damages, if applicable) will not properly withdrawn be payable to Securityholders who tender Securities in response pursuant to the Change of Control Offer;
(4v) the Company shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least 5 three Business Days before the commencement of any Change of Control Offer; and
(5vi) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(iA) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(iiB) the Change of Control Purchase Price (including the amount of accrued but unpaid interest (and unpaid interestLiquidated Damages, if any), ) and the Change of Control Purchase Date and the Change of Control Put Date (as defined below)Date;
(iiiC) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(ivD) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) Section 10.1, or such payment is preventedprevented for any reason, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(vE) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0110.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date")Offer;
(viF) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01receives, notwithstanding anything in this Indenture prior to the contrary, be the Company or any Affiliate expiration of the Company) receives, up to the close of business on the Change of Control Put DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement containing a facsimile signature and stating that such Holder is withdrawing his election to have such principal amount of Securities purchased;
(G) that Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; and
(viiH) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply be made in compliance with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offersincluding, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture which conflict relating to a Change of Control, compliance by the Company or any of the Guarantors with such laws and regulations shall be deemed to be superseded by the provisions not in and of such lawsitself cause a breach of its obligations under this Indenture. On or before the Change of Control Purchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including together with accrued and unpaid interestinterest and Liquidated Damages, if any) for of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent promptly will on pay the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, (together with any accrued but and unpaid interestinterest and Liquidated Damages, if any), and the Trustee shall promptly will authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall will be delivered promptly mailed or delivered by the Company to the Holder thereof. The Company publicly will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
Samples: Indenture (Compass Aerospace LTD)
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will have the right, at such Holder's option, to require the Company to repurchase all or any part of such Holder's Securities pursuant to an unconditional, irrevocable offer by the Company (provided that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable offer by on the Company (the "Change of Control Offer") on a date that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to and including the Change of Control Purchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0111.1, the Company shall be required to commence such an offer to purchase Securities (a "Change of Control Offer"), the Company shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1) the Change of Control Offer shall commence within 20 Business Days following the Change of Control date;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer Period, the Company shall purchase all of the properly tendered and not properly withdrawn Securities in response to the Change of Control Offer;
(4) the Company shall provide the Trustee with notice of the Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer; and
(5) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.0111.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurshas occurred, unless all Securities have been called for redemption, each Holder of Securities will have the right, at such Holder's option, to require the Company to repurchase all or any part of such Holder's Securities (provided that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant to an unconditional, irrevocable and unconditional offer by the Company Issuers (the "Change of Control Offer"), to require the Issuers to repurchase all or any part (equal to $1,000 principal amount or an integral multiple thereof) of such Holder's Securities, on a date (the "Change of Control Purchase Date") that is no later than 45 Business Days after the occurrence of such Change of Control (the "Change of Control Purchase Date"), at a cash price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus together with any accrued and unpaid interest, if any, interest to and including the Change of Control Purchase Date.
(b) Prior to the commencement . The Change of Control Offer shall be made within 30 Business Days following a Change of Control Offer, but in any event within 30 days and shall remain open for 20 Business Days following any its commencement (the "Change of ControlControl Offer Period"). Upon expiration of the Change of Control Offer Period, the Company covenants toIssuers shall purchase all Securities properly tendered in response to the Change of Control Offer. Notwithstanding the foregoing, if at such time the terms Issuers will not be required to make a Change of the Credit Agreement require repayment Control Offer if, upon a Change of Control, a third party (iA) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) makes an offer to repay purchase Securities in full the manner, at the times and terminate all commitments and Indebtedness under otherwise in compliance with the Credit Agreement requirements set forth in this Article XI and (B) repay the Indebtedness owed to each such lender that has accepted purchases all Securities validly tendered and not withdrawn under such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b)purchase.
(cb) In the event that, pursuant to this Section 11.0111.1, the Company Issuers shall be required to commence a Change of Control Offer, the Company Issuers shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1A) the Change of Control Offer shall commence within 20 Business Days following the Change of Control date;
(2) the Change of Control Offer shall remain open for 20 Business Days, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period");
(3) upon the expiration of a Change of Control Offer Period, the Company shall purchase all of the properly tendered and not properly withdrawn Securities in response to the Change of Control Offer;
(4) the Company Issuers shall provide the Trustee with notice of the Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer; and
(5B) on or before the commencement of any Change of Control Offer, the Company Issuers or the Trustee (upon the request and at the expense of the CompanyIssuers) shall send, by first-class mail, a notice to each of the SecurityholdersHolders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:
(i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.01 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below);
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date promptly deliver to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for such Securities, together with any accrued but unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
Appears in 1 contract
REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control occurs, each Holder will shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided provided, that the principal amount of such Securities at stated maturity must be $1,000 or an integral multiple thereof) pursuant on a date to an unconditional, irrevocable offer be established by the Company (the "Change of Control OfferRepurchase Date") on a date that is no later than 45 50 Business Days (as such date may be extended pursuant to clause (2) of subsection (b) of this Section 11.1) after the occurrence of such Change of Control (the "Change of Control Purchase Date")Control, at a cash price (the "Change of Control Purchase Repurchase Price") equal to 101100% of the aggregate principal amount thereof, plus together with accrued and unpaid interestinterest to, if anybut excluding, to and including the Change of Control Purchase Repurchase Date.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company covenants to, if at such time the terms of the Credit Agreement require repayment upon a Change of Control, (i) repay in full and terminate all commitments and Indebtedness under the Credit Agreement or, (ii)(A) offer to repay in full and terminate all commitments and Indebtedness under the Credit Agreement and (B) repay the Indebtedness owed to each such lender that has accepted such offer or (iii) obtain the requisite consents under the Credit Agreement to waive the provisions of this sentence. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.01(c) and not in Section 6.01(b).
(c) In the event that, pursuant to this Section 11.0111.1, the Company shall be required to commence an offer to purchase Securities (a Change of Control "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.01 11.1 as follows:
(1) the Change of Control Repurchase Offer shall commence within 20 25 Business Days following the a Change of Control dateControl;
(2) the Change of Control Repurchase Offer shall remain open for 20 Business DaysDays following its commencement, except to the extent that a longer period is required by applicable law law, but in any case the Repurchase Offer must be completed and the Repurchase Date must occur not more than 60 Business Days following the Change of Control (the "Change of Control Repurchase Offer Period");
(3) upon the expiration of a Change of Control Offer PeriodRepurchase Offer, the Company shall purchase all of the properly Securities tendered and not properly withdrawn Securities in response to the Change of Control Repurchase Offer;
(4) if the Repurchase Date is on or after an interest payment record date and on or before the related Interest Payment Date and Damage Payment Date, any accrued interest and Liquidated Damages will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest or Liquidated Damages will be payable to Securityholders who tender Securities pursuant to the Repurchase Offer;
(5) the Company shall provide the Trustee with notice of the Change of Control Repurchase Offer at least 5 Business Days before the commencement of any Change of Control Repurchase Offer; and
(56) on or before the commencement of any Change of Control Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Repurchase Offer and shall state:
(i) that the Change of Control Repurchase Offer is being made pursuant to such notice and this Section 11.01 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment;
(ii) the Change of Control Purchase Repurchase Price (including the amount of accrued and unpaid interestinterest and Liquidated Damages, if any), the Change of Control Purchase Repurchase Date and the Change of Control Repurchase Put Date (as defined below)Date;
(iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any;
(iv) that, unless the Company defaults in depositing cash Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is preventedprevented pursuant to Article XII, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Repurchase Offer shall cease to accrue interest and Liquidated Damages after the Change of Control Purchase Repurchase Date;
(v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Repurchase Date and (b) the third Business Day following the expiration of the Change of Control Repurchase Offer (such earlier date being the "Change of Control Repurchase Put Date");
(vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.01, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Change of Control Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and
(vii) a brief description of the events resulting in such Change of Control. Any such Change of Control Repurchase Offer shall comply with all applicable provisions of Federal and state securities laws, rules and regulations, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Repurchase Date, the Company will shall (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferRepurchase Offer on or before the Repurchase Put Date, (ii) deposit with the Paying Agent cash Cash sufficient to pay the Change Repurchase Price of Control Purchase Price (including accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent will on the Change of Control Purchase Date shall promptly deliver mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Repurchase Price for such Securities, (together with any accrued but and unpaid interestinterest and Liquidated Damages, if any), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. thereof The Company will publicly announce publicly the results of the Change of Control Repurchase Offer on or as soon as practicable after the Change of Control Purchase Repurchase Date.
Appears in 1 contract
