Repurchase of Securities at the Option of Holders. (a) Upon a Change of Control, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all the Securities of each Holder at a purchase price equal to 101% of the principal amount of Securities to be repurchased plus accrued and unpaid interest and Special Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days following the date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to all holders of Securities, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase, on a pro rata basis (with Excess Proceeds prorated between the Holders of Securities and such holders of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable), the maximum principal amount of the Securities and the maximum principal amount (or accreted value, as applicable) of such Pari Passu Indebtedness that may be purchased out of the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities.
Appears in 1 contract
Samples: Indenture (National CineMedia, LLC)
Repurchase of Securities at the Option of Holders. (a) Upon A Holder of Securities has the right, at such Holder’s option, to require the Issuer to repurchase such Holder’s Securities, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof) for cash equal to the Repurchase Price on June 15, 2019, June 15, 2022 and June 15, 2027 (each, a Change “Repurchase Date”).
(b) A Holder shall provide written notification to the Paying Agent of Controlits intent to require the Issuer to purchase such Holder’s Securities no earlier than the opening of business 60 Business Days prior to the relevant Repurchase Date and no later than the close of business on the third Business Day prior to the relevant Repurchase Date (the “Repurchase Notice”) in substantially the form included on the reverse side of such Security stating:
(1) if such Securities are in certificated form, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all certificate number(s) of the Securities of each which the Holder at a purchase price equal will deliver to 101% be repurchased (if such Securities are Global Securities, the Repurchase Notice must comply with Applicable Procedures);
(2) the portion of the principal amount of the Securities to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Securities is in an authorized denomination; and
(3) that such Security shall be repurchased plus accrued pursuant to the applicable provisions hereof and unpaid interest and Special Interestof the Securities. If the Issuer receives a Repurchase Notice, then within five Business Days of the Repurchase Date relating to such Repurchase Notice, the Issuer shall also disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information included on the Repurchase Notice, which may be aggregated with information contained in other Repurchase Notices relating to the Repurchase Date, or publish such information on the Parent Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time.
(c) A Repurchase Notice may be withdrawn in whole by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to 5:00 p.m., New York City time, on the second Business Day prior to the Repurchase Date specifying:
(1) the principal amount of Securities being withdrawn, in integral multiples of $1,000;
(2) if such Securities are in certificated form, the certificate number(s) of the Securities being withdrawn; and
(3) the principal amount of Securities, if any, that remains subject to Repurchase Notice, which must be an integral multiple of $1,000. If the date of purchase (Securities subject to the right notice of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms ofwithdrawal are Global Securities, the Indentureabove notices must also comply with the Applicable Procedures.
(bd) A Holder must effect a transfer of Global Securities in accordance with Applicable Procedures or, if such Holder’s Security is in certificated form and not global form, deliver the Securities, together with necessary endorsements, to the office of the Paying Agent after delivery of the Repurchase Notice to receive payment of the Repurchase Price.
(e) On or before 11:59 a.m. (New York City time) on the Repurchase Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the aggregate Repurchase Price of the Securities to be purchased pursuant to this Section 3.02. If the Company or a Subsidiary consummates any Asset SalesPaying Agent holds, within 30 days following in accordance with the date on which the aggregate amount terms of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, money sufficient to all holders pay the Repurchase Price of Securitiessuch Securities on the Repurchase Date or the Business Day following the Repurchase Date, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchasethen, on a pro rata basis (with Excess Proceeds prorated between and after such date, such Securities shall cease to be Outstanding and interest on such Securities shall cease to accrue and all rights of the Holders of such Securities and such holders shall terminate (other than the right to receive the Repurchase Price after delivery or transfer of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (Securities). Such will be the case whether or accreted value, as applicable), the maximum principal amount not book entry transfer of the Securities in book entry form is made and whether or not Securities in certificated form, together with the maximum principal amount (or accreted valuenecessary endorsements, as applicable) of such Pari Passu Indebtedness that may be purchased out of are delivered to the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the SecuritiesPaying Agent.
Appears in 1 contract
Repurchase of Securities at the Option of Holders. (a) Upon a Change of Control, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all the Securities of each Holder at a purchase price equal to 101% of the principal amount of Securities to be repurchased plus accrued and unpaid interest and Special Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture.
(b) If the Company or a Subsidiary consummates any Asset Sales with respect to any Collateral, within 30 days following the date on which the aggregate amount of Collateral Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to all holders of Securities, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Secured Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase, on a pro rata basis (with Excess Collateral Proceeds prorated between the Holders of Securities and such holders of such Pari Passu Secured Indebtedness based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable), the maximum principal amount of the Securities and the maximum principal amount (or accreted value, as applicable) of such Pari Passu Secured Indebtedness that may be purchased out of the respective pro rata amounts of Collateral Excess Proceeds). Holders that are the subject of an offer to purchase will receive a Collateral Note Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities.
(c) If the Company or a Subsidiary consummates any Asset Sales, within 30 days following the date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to all holders of Securities, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase, on a pro rata basis (with Excess Proceeds prorated between the Holders of Securities and such holders of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable), the maximum principal amount of the Securities and the maximum principal amount (or accreted value, as applicable) of such Pari Passu Indebtedness that may be purchased out of the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities.
Appears in 1 contract
Samples: Indenture (National CineMedia, LLC)
Repurchase of Securities at the Option of Holders. Securities shall be repurchased by the Company for cash, at the option of the Holder thereof, on June 15, 2012 (athe “Repurchase Date”) Upon at a Change price equal to 100% of Controlthe Principal Amount of those Securities plus accrued but unpaid interest, to, but excluding, the Repurchase Date (the “Repurchase Price”), subject to satisfaction by or on behalf of the Holder of certain requirements set forth in this Security and in Article XIV of the Indenture. Subject to the satisfaction of certain conditions set forth in this Security and in Article XIV of the Indenture, the Company may elect to satisfy its obligation to pay the Repurchase Price, in whole or in part, by delivering Common Shares. No less than 20 Business Days prior to the Repurchase Date, the Company shall mail a written notice of the repurchase right by first class mail to the Trustee and to each Holder, at their addresses shown in the register of the Registrar (and to beneficial owners as required by applicable law). The notice shall include a form of repurchase notice to be required completed by the Holder. A Holder may exercise its right specified herein upon delivery of a written notice of repurchase (a “Repurchase Notice”) to make the Paying Agent at any time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding the Repurchase Date until 5:00 p.m., New York City time, on the Repurchase Date, stating: (i) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if physical securities have not been issued; (ii) the portion of the Principal Amount of the Security which the Holder will deliver to be repurchased, which portion must be in Principal Amounts of $1,000 or an offer, subject integral multiple of $1,000; and (iii) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to certain the terms and conditions specified in the Securities and in this Indenture, . Holders have the right to repurchase all the Securities of each Holder at withdraw a purchase price equal to 101% of the principal amount of Securities to be repurchased plus accrued and unpaid interest and Special Interest, if any, Repurchase Notice by delivering to the date Paying Agent a written notice of purchase (subject to withdrawal in accordance with the right provisions of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture.
(b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days following the date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to all holders of Securities, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase, on a pro rata basis (with Excess Proceeds prorated between the Holders of Securities and such holders of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable), the maximum principal amount of the Securities and the maximum principal amount (or accreted value, as applicable) of such Pari Passu Indebtedness that may be purchased out of the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities.
Appears in 1 contract
Samples: Indenture (Gold Reserve Inc)
Repurchase of Securities at the Option of Holders. (a) Upon a Change of Control, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all the Securities of each Holder at a purchase price equal to 101% of the principal amount of Securities to be repurchased plus accrued and unpaid interest and Special Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture.
(b) If the Company or a Subsidiary consummates any Asset Sales with respect to any Collateral, within 30 days following the date on which the aggregate amount of Collateral Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to all holders of Securities, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Secured Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase, on a pro rata basis (with Excess Collateral Proceeds pro rated between the Holders of Securities and such holders of such Pari Passu Secured Indebtedness based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable), the maximum principal amount of the Securities and the maximum principal amount (or accreted value, as applicable) of such Pari Passu Secured Indebtedness that may be purchased out of the respective pro rata amounts of Collateral Excess Proceeds). Holders that are the subject of an offer to purchase will receive a Collateral Note Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities.
(c) If the Company or a Subsidiary consummates any Asset Sales, within 30 days following the date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to all holders of Securities, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase, on a pro rata basis (with Excess Proceeds prorated pro rated between the Holders of Securities and such holders of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable), the maximum principal amount of the Securities and the maximum principal amount (or accreted value, as applicable) of such Pari Passu Indebtedness that may be purchased out of the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities.
Appears in 1 contract
Samples: Indenture (National CineMedia, LLC)
Repurchase of Securities at the Option of Holders. (a) Upon A Holder of Securities has the right, at such Holder’s option, to require the Issuer to repurchase such Holder’s Securities, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof) for cash equal to the Repurchase Price on June 15, 2023 and June 15, 2028 (each, a Change “Repurchase Date”).
(b) A Holder shall provide written notification to the Paying Agent of Controlits intent to require the Issuer to purchase such Holder’s Securities no earlier than the opening of business 60 Business Days prior to the relevant Repurchase Date and no later than the close of business on the third Business Day prior to the relevant Repurchase Date (the “Repurchase Notice”) in substantially the form included on the reverse side of such Security stating:
(1) if such Securities are in certificated form, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all certificate number(s) of the Securities of each which the Holder at a purchase price equal will deliver to 101% be repurchased (if such Securities are Global Securities, the Repurchase Notice must comply with Applicable Procedures);
(2) the portion of the principal amount of the Securities to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Securities is in an authorized denomination; and
(3) that such Security shall be repurchased plus accrued pursuant to the applicable provisions hereof and unpaid interest and Special Interestof the Securities. If the Issuer receives a Repurchase Notice, then within five Business Days after the Repurchase Date relating to such Repurchase Notice, the Issuer shall also disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information included on the Repurchase Notice, which may be aggregated with information contained in other Repurchase Notices relating to the Repurchase Date, or publish such information on the Parent Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time.
(c) A Repurchase Notice may be withdrawn in whole by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to 5:00 p.m., New York City time, on the second Business Day prior to the Repurchase Date specifying:
(1) the principal amount of Securities being withdrawn, in integral multiples of $1,000;
(2) if such Securities are in certificated form, the certificate number(s) of the Securities being withdrawn; and
(3) the principal amount of Securities, if any, that remains subject to Repurchase Notice, which must be an integral multiple of $1,000. If the date of purchase (Securities subject to the right notice of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms ofwithdrawal are Global Securities, the Indentureabove notices must also comply with the Applicable Procedures.
(bd) A Holder must effect a transfer of Global Securities in accordance with Applicable Procedures or, if such Holder’s Security is in certificated form and not global form, deliver the Securities, together with necessary endorsements, to the office of the Paying Agent after delivery of the Repurchase Notice to receive payment of the Repurchase Price.
(e) On or before 11:59 a.m. (New York City time) on the Repurchase Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the aggregate Repurchase Price of the Securities to be purchased pursuant to this Section 3.02. If the Company or a Subsidiary consummates any Asset SalesPaying Agent holds, within 30 days following in accordance with the date on which the aggregate amount terms of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, money sufficient to all holders pay the Repurchase Price of Securitiessuch Securities on the Repurchase Date or the Business Day following the Repurchase Date, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchasethen, on a pro rata basis (with Excess Proceeds prorated between and after such date, such Securities shall cease to be Outstanding and interest on such Securities shall cease to accrue and all rights of the Holders of such Securities and such holders shall terminate (other than the right to receive the Repurchase Price after delivery or transfer of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (Securities). Such will be the case whether or accreted value, as applicable), the maximum principal amount not book entry transfer of the Securities in book entry form is made and whether or not Securities in certificated form, together with the maximum principal amount (or accreted valuenecessary endorsements, as applicable) of such Pari Passu Indebtedness that may be purchased out of are delivered to the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the SecuritiesPaying Agent.
Appears in 1 contract
Repurchase of Securities at the Option of Holders. (a) Upon A Holder of Securities has the right, at such Holder’s option, to require the Issuer to repurchase such Holder’s Securities, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof) for cash equal to the Repurchase Price on March 15, 2016, March 15, 2021 and March 15, 2026 (each, a Change “Repurchase Date”).
(b) A Holder shall provide written notification to the Paying Agent of Controlits intent to require the Issuer to purchase such Holder’s Securities no earlier than the opening of business 60 Business Days prior to the relevant Repurchase Date and no later than the close of business on the third Business Day prior to the relevant Repurchase Date (the “Repurchase Notice”) in substantially the form included on the reverse side of such Security stating:
(1) if such Securities are in certificated form, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all certificate number(s) of the Securities of each which the Holder at a purchase price equal will deliver to 101% be repurchased (if such Securities are Global Securities, the Repurchase Notice must comply with Applicable Procedures);
(2) the portion of the principal amount of the Securities to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Securities is in an authorized denomination; and
(3) that such Security shall be repurchased plus accrued pursuant to the applicable provisions hereof and unpaid interest and Special Interestof the Securities. If the Issuer receives a Repurchase Notice, then within five Business Days of the Repurchase Date relating to such Repurchase Notice, the Issuer shall also disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information included on the Repurchase Notice, which may be aggregated with information contained in other Repurchase Notices relating to the Repurchase Date, or publish such information on the Parent Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time.
(c) A Repurchase Notice may be withdrawn in whole by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to 5:00 p.m., New York City time, on the second Business Day prior to the Repurchase Date specifying:
(1) the principal amount of Securities being withdrawn, in integral multiples of $1,000,
(2) if such Securities are in certificated form, the certificate number(s) of the Securities being withdrawn; and
(3) the principal amount of Securities, if any, that remains subject to Repurchase Notice, which must be an integral multiple of $1,000. If the date of purchase (Securities subject to the right notice of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms ofwithdrawal are Global Securities, the Indentureabove notices must also comply with the Applicable Procedures.
(bd) A Holder must effect a transfer of Global Securities in accordance with Applicable Procedures or, if such Holder’s Security is in certificated form and not global form, deliver the Securities, together with necessary endorsements, to the office of the Paying Agent after delivery of the Repurchase Notice to receive payment of the Repurchase Price.
(e) On or before 11:59 a.m. (New York City time) on the Repurchase Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the aggregate Repurchase Price of the Securities to be purchased pursuant to this Section 3.02. If the Company or a Subsidiary consummates any Asset SalesPaying Agent holds, within 30 days following in accordance with the date on which the aggregate amount terms of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, money sufficient to all holders pay the Repurchase Price of Securitiessuch Securities on the Repurchase Date or the Business Day following the Repurchase Date, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchasethen, on a pro rata basis (with Excess Proceeds prorated between and after such date, such Securities shall cease to be Outstanding and interest on such Securities shall cease to accrue and all rights of the Holders of such Securities and such holders shall terminate (other than the right to receive the Repurchase Price after delivery or transfer of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (Securities). Such will be the case whether or accreted value, as applicable), the maximum principal amount not book entry transfer of the Securities in book entry form is made and whether or not Securities in certificated form, together with the maximum principal amount (or accreted valuenecessary endorsements, as applicable) of such Pari Passu Indebtedness that may be purchased out of are delivered to the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the SecuritiesPaying Agent.
Appears in 1 contract
Samples: Indenture (Northstar Realty)
Repurchase of Securities at the Option of Holders. On Specific Dates.
(a) Upon a Change of Control, Securities shall be repurchased by the Company shall be required to make an offerfor cash, subject to certain conditions specified in at the Indentureoption of the Holder thereof, to repurchase all the Securities of each Holder on May 15, 2013, May 15, 2016 and May 15, 2021 (each, a “Repurchase Date”) at a purchase price equal to 101100% of the principal amount Principal Amount of those Securities to be repurchased plus accrued and but unpaid interest and Special Interestinterest, including Additional Interest Amounts, if any, to to, but excluding, the date of purchase Repurchase Date (the “Repurchase Price”), subject to satisfaction by or on behalf of the right Holder of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenturerequirements set forth in Section 12.01(c).
(b) If the Company or No later than 20 Business Days prior to a Subsidiary consummates any Asset Sales, within 30 days following the date on which the aggregate amount of Excess Proceeds exceeds $25.0 millionRepurchase Date, the Company shall mail a written notice of the repurchase right by first class mail to the Trustee and to each Holder, at their addresses shown in the register of the Registrar (and to beneficial owners as required by applicable law). The notice shall include a form of Repurchase Notice to be required completed by the Holder and shall briefly state, as applicable:
(i) the date by which the Repurchase Notice must be delivered to make the Paying Agent in order for a Holder to exercise the repurchase right;
(ii) the Repurchase Date;
(iii) the Repurchase Price;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) the conversion rights, if any, of the Securities;
(vi) the Conversion Rate and any adjustments thereto;
(vii) that the Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article XIV hereof only if the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;
(viii) the procedures for withdrawing a Repurchase Notice;
(ix) that the Securities must be surrendered to the Paying Agent to collect payment;
(x) that the Repurchase Price for any Security as to which a Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Security;
(xi) the procedures the Holder must follow to exercise its repurchase right under this Section 12.01;
(xii) that, unless the Company defaults in making payment of such Repurchase Price, any interest, including Additional Interest Amounts, if any, on Securities surrendered for repurchase by the Company will cease to accrue on and after the Repurchase Date; and
(xiii) the CUSIP number(s) of the Securities. At the Company’s request, the Trustee shall give the notice of repurchase right in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least three Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of repurchase right must be given to the Holder in accordance with this Section 12.01(b); provided, further, that the text of the notice of repurchase right shall be prepared by the Company.
(c) A Holder may exercise its right specified in Section 12.01(a) upon delivery of a written notice of repurchase (a “Repurchase Notice”) to the Paying Agent at any time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding the Repurchase Date until 5:00 p.m., New York City time, on the Repurchase Date, stating:
(i) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Physical Securities have not been issued;
(ii) the portion of the Principal Amount of the Security which the Holder will deliver to be repurchased, which portion must be in Principal Amounts of $1,000 or an offer, subject integral multiple of $1,000; and
(iii) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to certain the terms and conditions specified in the Securities and in this Indenture. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to all holders of Securities, and, if required the receipt by the terms Holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion is $1,000 or an offer integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all holders of a Security also apply to the repurchase of such portion of such Security. Any repurchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery of the Security. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Repurchase Notice at any applicable time prior to 5:00 p.m., New York City time, on the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase Repurchase Notice or redeem with the proceeds written notice of sales of assets, to purchase, on a pro rata basis (with Excess Proceeds prorated between the Holders of Securities and such holders of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable), the maximum principal amount of the Securities and the maximum principal amount (or accreted value, as applicable) of such Pari Passu Indebtedness that may be purchased out of the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securitieswithdrawal thereof.
Appears in 1 contract
Samples: Indenture (JDS Uniphase Corp /Ca/)
Repurchase of Securities at the Option of Holders. (a) Upon A Holder of Securities has the right, at such Holder’s option, to require the Issuer to repurchase such Holder’s Securities, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof) for cash equal to the Repurchase Price on April 15, 2012, April 15, 2017 and April 15, 2022 (each, a Change “Repurchase Date”).
(b) A Holder shall provide written notification to Paying Agent of Controlits intent to require the Issuer to purchase such Holder’s Securities no earlier than the opening of business 60 Business Days prior to the relevant Repurchase Date and no later than the close of business on the fifth Business Day prior to the relevant Repurchase Date (the “Repurchase Notice”) stating:
(1) if such Securities are in certificated form, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all certificate number(s) of the Securities of each which the Holder at a purchase price equal will deliver to 101% be repurchased (if such Securities are not certificated, the Repurchase Notice must comply with Applicable Procedures);
(2) the portion of the principal amount of the Securities to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Securities is in an authorized denomination; and
(3) that such Security shall be repurchased plus accrued pursuant to the applicable provisions hereof and unpaid interest and Special Interestof the Securities. The Issuer shall also disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information included on the Repurchase Notice or publish such information or on the Company’s website, or through such other public medium as the Issuer shall deem appropriate at such time.
(c) A Repurchase Notice may be withdrawn in whole by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to 5:00 p.m., New York City time, on the second Business Day prior to the Repurchase Date specifying:
(1) the principal amount of Securities being withdrawn, in integral multiples of $1,000,
(2) if such Securities are in certificated form, the certificate number(s) of the Securities being withdrawn; and
(3) the principal amount of Securities, if any, that remains subject to Repurchase Notice, which must be an integral multiple of $1,000. If the date of purchase (Securities subject to the right notice of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms ofwithdrawal are in book-entry form, the Indentureabove notices must also comply with the Applicable Procedures.
(bd) A Holder must either effect book-entry transfer or deliver the Securities, together with necessary endorsements, to the office of the Paying Agent after delivery of the Repurchase Notice to receive payment of the Repurchase Price.
(e) On or before 11:59 a.m. (New York City time) on the Repurchase Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the aggregate Repurchase Price of the Securities to be purchased pursuant to this Section 3.02. If the Company or a Subsidiary consummates any Asset SalesPaying Agent holds, within 30 days following in accordance with the date on which the aggregate amount terms of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, money sufficient to all holders pay the Repurchase Price of Securitiessuch Securities on the Repurchase Date or the Business Day following the Repurchase Date, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchasethen, on a pro rata basis (with Excess Proceeds prorated between and after such date, such Securities shall cease to be Outstanding and interest on such Securities shall cease to accrue and all rights of the Holders of such Securities and such holders shall terminate (other than the right to receive the Repurchase Price after delivery or transfer of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (Securities). Such will be the case whether or accreted value, as applicable), the maximum principal amount not book entry transfer of the Securities in book entry form is made and whether or not Securities in certificated form, together with the maximum principal amount (or accreted valuenecessary endorsements, as applicable) of such Pari Passu Indebtedness that may be purchased out of are delivered to the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the SecuritiesPaying Agent.
Appears in 1 contract
Repurchase of Securities at the Option of Holders. (a) Upon A Holder of Securities has the right, at such Holder’s option, to require the Issuer to repurchase such Holder’s Securities, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof) for cash equal to the Repurchase Price on June 15, 2012, June 15, 2014, June 15, 2017 and June 15, 2022 (each, a Change “Repurchase Date”).
(b) A Holder shall provide written notification to Paying Agent of Controlits intent to require the Issuer to purchase such Holder’s Securities no earlier than the opening of business 60 Business Days prior to the relevant Repurchase Date and no later than the close of business on the third Business Day prior to the relevant Repurchase Date (the “Repurchase Notice”) in substantially the form included on the reverse side of such Security stating:
(1) if such Securities are in certificated form, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all certificate number(s) of the Securities of each which the Holder at a purchase price equal will deliver to 101% be repurchased (if such Securities are Global Securities, the Repurchase Notice must comply with Applicable Procedures);
(2) the portion of the principal amount of the Securities to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Securities is in an authorized denomination; and
(3) that such Security shall be repurchased plus accrued pursuant to the applicable provisions hereof and unpaid interest and Special Interestof the Securities. If the Issuer receives a Repurchase Notice, then within five Business Days of the Repurchase Date relating to such Repurchase Notice, the Issuer shall also disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information included on the Repurchase Notice, which may be aggregated with information contained in other Repurchase Notices relating to the Repurchase Date, or publish such information on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time.
(c) A Repurchase Notice may be withdrawn in whole by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to 5:00 p.m., New York City time, on the second Business Day prior to the Repurchase Date specifying:
(1) the principal amount of Securities being withdrawn, in integral multiples of $1,000,
(2) if such Securities are in certificated form, the certificate number(s) of the Securities being withdrawn; and
(3) the principal amount of Securities, if any, that remains subject to Repurchase Notice, which must be an integral multiple of $1,000. If the date of purchase (Securities subject to the right notice of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms ofwithdrawal are Global Securities, the Indentureabove notices must also comply with the Applicable Procedures.
(bd) A Holder must effect a transfer of Global Securities in accordance with Applicable Procedures or, if such Holder’s Security is in certificated form and not global form, deliver the Securities, together with necessary endorsements, to the office of the Paying Agent after delivery of the Repurchase Notice to receive payment of the Repurchase Price.
(e) On or before 11:59 a.m. (New York City time) on the Repurchase Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the aggregate Repurchase Price of the Securities to be purchased pursuant to this Section 3.02. If the Company or a Subsidiary consummates any Asset SalesPaying Agent holds, within 30 days following in accordance with the date on which the aggregate amount terms of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, money sufficient to all holders pay the Repurchase Price of Securitiessuch Securities on the Repurchase Date or the Business Day following the Repurchase Date, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchasethen, on a pro rata basis (with Excess Proceeds prorated between and after such date, such Securities shall cease to be Outstanding and interest on such Securities shall cease to accrue and all rights of the Holders of such Securities and such holders shall terminate (other than the right to receive the Repurchase Price after delivery or transfer of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (Securities). Such will be the case whether or accreted value, as applicable), the maximum principal amount not book entry transfer of the Securities in book entry form is made and whether or not Securities in certificated form, together with the maximum principal amount (or accreted valuenecessary endorsements, as applicable) of such Pari Passu Indebtedness that may be purchased out of are delivered to the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the SecuritiesPaying Agent.
Appears in 1 contract
Samples: Indenture (Northstar Realty)
Repurchase of Securities at the Option of Holders. (a) Upon a Change of Control, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all the Securities of each Holder at a purchase price equal to 101% of the principal amount of Securities to be repurchased plus accrued and unpaid interest and Special Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture.
(b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days following the date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer, subject to certain conditions specified in the Indenture, to all holders of Securities, and, if required by the terms thereof, an offer to all holders of any other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase, on a pro rata basis (with Excess Proceeds prorated pro rated between the Holders of Securities and such holders of such Pari Passu Indebtedness based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable), the maximum principal amount of the Securities and the maximum principal amount (or accreted value, as applicable) of such Pari Passu Indebtedness that may be purchased out of the respective pro rata amounts of Excess Proceeds. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities.
Appears in 1 contract
Samples: Indenture (National CineMedia, Inc.)
