Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all the Securities then outstanding, at a purchase price equal to 101% of the principal amount of the Securities on the date of purchase and accrued and unpaid interest (if any) on such amount to the date of purchase. Prior to the mailing of the notice to Holders of Securities commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, WCI covenants to (i) repay in full all indebtedness of WCI and the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of WCI and the Company to permit the repurchase of the Securities. WCI shall first comply with the covenant in the preceding sentence before the Company shall repurchase Securities pursuant to this Section 4.12. WCI may not repurchase any subordinated obligations, including the Convertible Notes, until the Company has repurchased all Securities tendered pursuant to the Offer to Purchase Securities as a result of such Change of Control. However, if WCI is unable to repay all of its Indebtedness that would prohibit repurchase of the Securities or is unable to obtain the consents of the holders of Indebtedness, if any, outstanding at the time of a Change of Control whose consent would be so required to permit the repurchase of Securities of WCI or the Company or otherwise fail to purchase any Securities validly tendered, then WCI and the Company will have breached such covenant. This breach will constitute an Event of Default under this Indenture if it continues for a period of 30 consecutive days after written notice is given to WCI and the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities outstanding. In addition, the failure by the Company to repurchase Securities at the conclusion of the Offer to Purchase will constitute an Event of Default without any waiting period or notice requirements.
Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all Securities then outstanding, at a purchase price equal to 101% of the principal amount of the Securities on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Prior to the mailing of the notice to Holders commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, the Company covenants to (i) repay in full all indebtedness of the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of the Company to permit the repurchase of the Securities. The Company shall first comply with the covenant in the preceding sentence before it shall be required to repurchase Securities pursuant to this Section 4.12.
Repurchase of Securities upon a Change of Control. Unless waived in writing by Holders of two-thirds in principal amount of the Securities then outstanding, the Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all Securities then outstanding, at a purchase price equal to 101% of the Claimed Amount of the Securities on the relevant Payment Date (the “Change of Control Redemption Price”), plus accrued interest (if any) to the Payment Date. Prior to the mailing of the notice to Holders commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, the Company covenants to (i) repay in full all indebtedness of the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of the Company to permit the repurchase of the Securities. The Company shall first comply with the covenant in the preceding sentence before it shall be required to repurchase Securities pursuant to this Section 4.12.
Repurchase of Securities upon a Change of Control. The Issuer shall commence, within 30 days after the occurrence of a Change of Control, an Offer to Purchase for all Securities then Outstanding in whole or in part in integral multiples of $1,000, at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the Payment Date.
Repurchase of Securities upon a Change of Control. 10.13.1 Not later than 30 days following a Change of Control (as defined below) that results in a Ratings Decline (as defined below), the Guarantor, acting on behalf of the Issuer, will make an Offer to Purchase (as defined below) all outstanding Securities at a purchase price equal to 101% of their principal amount plus accrued interest to the date of purchase.
10.13.2 An “Offer to Purchase” must be made by written offer, which will specify the principal amount of Securities subject to the offer and the purchase price. The offer must specify an expiration date (the “Offer Expiration Date”) not less than 30 days or more than 60 days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the Expiration Date. The offer must include information concerning the business of the Guarantor which it believes will enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Securities pursuant to the offer. The Guarantor will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.
10.13.3 A Holder may tender all or any portion of its Securities pursuant to an Offer to Purchase, subject to the requirement that any portion of a Security tendered must be in a multiple of U.S.$1,000 principal amount and that the minimum tender of any Holder must be no less than U.S.$100,000. Holders shall be entitled to withdraw Securities tendered up to the close of business on the Expiration Date. On the Purchase Date, the purchase price will become due and payable on each Security accepted for purchase pursuant to the Offer to Purchase, and interest on Securities purchased will cease to accrue on and after the Purchase Date.
10.13.4 The Guarantor agrees to obtain all necessary consents and approvals from all appropriate Brazilian and other governmental authorities or agencies having jurisdiction over the Guarantor and the Offer to Purchase for the remittance of funds outside of Brazil prior to making any Offer to Purchase. Any failure to obtain such consents and approvals shall constitute an Event of Default hereunder. For purposes of this Section 10.13:
Repurchase of Securities upon a Change of Control. Upon the occurrence of a Change of Control that results in a Ratings Decline (the “Change of Control Event”), each Holder shall have the right to require the Company to repurchase all or any part (equal to US$200,000 and integral multiples of US$1,000 in excess thereof) of that Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, thereon to, but excluding, the payment date (the “Change of Control Payment”).
Repurchase of Securities upon a Change of Control. Upon a Change of Control, each Holder of the Securities shall have the right to require that the Issuer repurchase such Holder's Securities at a repurchase price in cash equal to 101% of the principal amount thereof plus accrued interest, if any, to the date of repurchase, in accordance with the terms set forth in subsection (b) below.
Repurchase of Securities upon a Change of Control. The Company shall commence within 30 days of the later of (a) the occurrence of a Change of Control and (b) the end of the Change of Control Period with respect to a Change of Control, and consummate an Offer to Purchase for all Securities then Outstanding, at a purchase price equal to 101% of the principal amount thereof on the relevant Payment Date, plus accrued interest (if any) to the Payment Date; provided, however, that, the Company shall not be required to commence and consummate an Offer to Purchase if, at the time specified above for the commencement of an Offer to Purchase, such Securities shall be rated Investment Grade.
Repurchase of Securities upon a Change of Control. The Company must commence within 30 days of the occurrence of a Change of Control and consummate an Offer to Purchase for all Securities then outstanding at a purchase price equal to 101% of the principal amount plus interest (if any) to the date of purchase.
Repurchase of Securities upon a Change of Control. The Issuer must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all Securities then outstanding, at a purchase price equal to 101% of the Accreted Value thereof on the relevant Payment Date, plus accrued interest to such Payment Date. Prior to the mailing of the notice to Holders commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, the Issuer covenants to (i) repay in full all indebtedness of the Issuer that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of the Issuer to permit the repurchase of the Securities. The Issuer shall first comply with the covenant in the preceding sentence before it shall repurchase Securities pursuant to this Section 4.14.