Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. | Within thirty (30) days following the date upon which the Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers will be required to send, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Issuers shall, to the extent lawful: (i) accept, or cause a third party to accept, all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit, or cause a third party to deposit, with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to the Change of Control Offer have been complied with. (c) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer. (d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |
Appears in 2 contracts
Samples: Supplemental Indenture (Urs Corp /New/), Supplemental Indenture (Urs Corp /New/)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Sixth Supplemental Indenture, unless the Issuers have exercised their right previously or obligation concurrently sent a redemption notice with respect to redeem all the Outstanding Notes as described in Sections 3.01, 3.02 and Section 3.03 above, as applicable, by giving irrevocable notice to of the Trustee in accordance with the Original Indenture, each Holder of Notes will have the right to require the Issuers will make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(b) Within 30 days following any Change of Control Triggering Event, the Issuers will send notice of such Change of Control Offer by first-class mail, or delivered electronically if held by DTC, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”);
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of purchase redemption (the “Change of Control Payment”), subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Within thirty Interest Payment Date).
(30e) days The Issuers will not be required to make a Change of Control Offer following the date upon which the a Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers will be required to send, by first class mail, if (1) a notice to each Holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that third party makes the Change of Control Offer is conditioned on in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control being consummated on or prior Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to the such Change of Control Payment DateOffer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and;
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers; and
(iv) the Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(ci) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 2 contracts
Samples: Supplemental Indenture (AerCap Holdings N.V.), Supplemental Indenture (AerCap Global Aviation Trust)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Seventh Supplemental Indenture, unless the Issuers have exercised their right previously or obligation concurrently sent a redemption notice with respect to redeem all the Outstanding Notes as described in Sections 3.01, 3.02 and Section 3.03 above, as applicable, by giving irrevocable notice to of the Trustee in accordance with the Original Indenture, each Holder of Notes will have the right to require the Issuers will make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(b) Within 30 days following any Change of Control Triggering Event, the Issuers will send notice of such Change of Control Offer by first-class mail, or delivered electronically if held by DTC, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”);
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of purchase redemption (the “Change of Control Payment”), subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Within thirty Interest Payment Date).
(30e) days The Issuers will not be required to make a Change of Control Offer following the date upon which the a Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers will be required to send, by first class mail, if (1) a notice to each Holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that third party makes the Change of Control Offer is conditioned on in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control being consummated on or prior Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to the such Change of Control Payment DateOffer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and;
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers; and
(iv) the Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(ci) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 2 contracts
Samples: Seventh Supplemental Indenture (AerCap Global Aviation Trust), Seventh Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Sixth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Sixth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and cancelled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent with regard to a Series of Notes after the date of this Seventh Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of the Notes of such Holder’s Notes Series pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes of such Series to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes of such Series properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes of a Series accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes of a Series pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes of such Series through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes of a Series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes of such Series that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Seventh Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and cancelled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(c) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |
Appears in 1 contract
Samples: Seventh Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent with regard to a Series of Notes after the date of this Fifth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of the Notes of such Holder’s Notes Series pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes of such Series to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes of such Series properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes of a Series accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes of a Series pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes of such Series through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes of a Series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes of such Series that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Fifth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and cancelled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(c) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |
Appears in 1 contract
Samples: Fifth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent with respect to the Notes, unless the Issuers have Issuer has exercised their its right or obligation to redeem all of the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the under Article 3 of this Supplemental Indenture, each Holder of Notes will have the right to require the Issuers Issuer to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (purchase, provided that any payment of interest becoming due on or prior to the “Change of Control Payment”), subject Payment Date shall be payable to the rights of Holders of such Notes registered as such on the relevant record date to receive interest due on the relevant interest payment date. | .
(b) Within thirty (30) 30 days following the date upon which the Change of Control Triggering Event occurred oroccurs, or at the Issuers’ Issuer’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers Issuer will be required to sendsend electronically or, at its option, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control OfferOffer and describe the Change of Control Triggering Event. Such notice will state, among other things, the purchase date, which must be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailedmailed or otherwise transmitted, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or otherwise transmitted prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.
(bc) On Upon the Change of Control Payment Date, the Issuers shallIssuer will, to the extent lawful:
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to the Change of Control Offer have been complied withpurchased.
(cd) The Issuers Issuer will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, Issuer and such third party purchases all the Notes properly tendered and not withdrawn under its offeroffer or (ii) a notice of redemption for all outstanding Notes has been given previous to, or concurrently with, the Change of Control pursuant to Article 3 of this Supplemental Indenture, unless and until there is a default in payment of the applicable redemption price.
(de) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, as described in Section 4.01(d), purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 15 nor more than 60 days’ prior notice (with a copy to the Trustee), with such notice given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding to the date of redemption, provided that any payment of interest becoming due on or prior to the redemption date shall be payable to the Holders of such Notes registered as such on the relevant record date.
(f) The Issuers Issuer will comply in all material respects with the applicable requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers Issuer will comply with those securities laws and regulations and will not be deemed to have breached their respective its obligations under this Section 4.01(d) the Change of Control Offer provisions of the Notes by virtue of any such conflict. |.
(g) Unless the Issuer defaults in the Change of Control Payment, on and after the Change of Control Payment Date, interest will cease to accrue on the Notes or portions of the Notes tendered for repurchase pursuant to the Change of Control Offer.
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Third Supplemental Indenture, unless the Issuers have exercised their right previously or obligation concurrently sent a redemption notice with respect to redeem all the Outstanding Notes as described in Sections 3.01, 3.02 and Section 3.03 above, as applicable, by giving irrevocable notice to of the Trustee in accordance with the Original Indenture, each Holder of Notes will have the right to require the Issuers will make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest (and Special Interest, if any, ) to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.02 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment DateTriggering Event.
(bc) On While the Change of Control Payment DateNotes are in global form, when the Issuers shall, make an offer to purchase all of the extent lawful:
(i) accept, or cause a third party to accept, all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(iid) deposit, or cause a third party to deposit, with the Paying Agent an amount equal to the Change If Holders of Control Payment not less than 90% in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Outstanding Notes or portions of a Series validly tender and do not withdraw such Notes being repurchased and that all conditions precedent to the in a Change of Control Offer and to the repurchase by Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer have been complied withdescribed above, to redeem all Notes of such Series that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest (and Special Interest, if any), to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(ce) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon following a Change of Control Triggering Event if (1) a third party makes such offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for such an offer set forth in this Indenture applicable to a Change of Control Offer made by the Issuers, Issuers and such third party purchases all the Notes properly validly tendered and not withdrawn under its offerpursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event.
(df) Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired and canceled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply in all material respects with the requirements of Rule 14e-1 Section 14(e) under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Indenture, the Issuers will comply with those the applicable securities laws and regulations and will shall not be deemed to have breached their respective obligations under described in this Indenture by virtue thereof.
(h) On the Change of Control Payment Date, the Issuers (or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent permitted by law,
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(i) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
(ii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(iii) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or deliver electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(j) Other than as specifically provided in this Section, any purchase pursuant to this Section 4.01(d) by virtue shall be made pursuant to the provisions of any such conflict. |Article III of the Original Indenture.
Appears in 1 contract
Samples: Third Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent with regard to a Series of Notes after the date of this Ninth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of the Notes of such Holder’s Notes Series pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes of such Series to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes of such Series properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes of a Series accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes of a Series pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes of such Series through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes of a Series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes of such Series that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Ninth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and cancelled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(c) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |
Appears in 1 contract
Samples: Ninth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Twenty-Fifth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Twenty-Fifth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Fifteenth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Fifteenth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Seventeenth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Notes at the time Outstanding validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Seventeenth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Seventeenth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Thirteenth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Thirteenth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this First Supplemental Indenture, unless the Issuers have exercised their right previously or obligation concurrently sent a redemption notice with respect to redeem all the Outstanding Notes as described in Sections 3.01, 3.02 and Section 3.03 above, as applicable, by giving irrevocable notice to of the Trustee in accordance with the Original Indenture, each Holder of Notes will have the right to require the Issuers will make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest (and Special Interest, if any, ) to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.02 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment DateTriggering Event.
(bc) On While the Change of Control Payment DateNotes are in global form, when the Issuers shall, make an offer to purchase all of the extent lawful:
(i) accept, or cause a third party to accept, all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(iid) deposit, or cause a third party to deposit, with the Paying Agent an amount equal to the Change If Holders of Control Payment not less than 90% in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Outstanding Notes or portions of a Series validly tender and do not withdraw such Notes being repurchased and that all conditions precedent to the in a Change of Control Offer and to the repurchase by Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer have been complied withdescribed above, to redeem all Notes of such Series that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest (and Special Interest, if any), to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(ce) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon following a Change of Control Triggering Event if (1) a third party makes such offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for such an offer set forth in this Indenture applicable to a Change of Control Offer made by the Issuers, Issuers and such third party purchases all the Notes properly validly tendered and not withdrawn under its offerpursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event.
(df) Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired and canceled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply in all material respects with the requirements of Rule 14e-1 Section 14(e) under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Indenture, the Issuers will comply with those the applicable securities laws and regulations and will shall not be deemed to have breached their respective obligations under described in this Indenture by virtue thereof.
(h) On the Change of Control Payment Date, the Issuers (or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent permitted by law,
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(i) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
(ii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(iii) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or deliver electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(j) Other than as specifically provided in this Section, any purchase pursuant to this Section 4.01(d) by virtue shall be made pursuant to the provisions of any such conflict. |Article III of the Original Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Third Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to sendsend notice of such Change of Control Offer by first-class mail or electronically, or delivered electronically if held by first class mail, a notice to each Holder of NotesDTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms physical or electronic mailing address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Third Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and cancelled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Third Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Eighteenth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Eighteenth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Eighteenth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Ninth Supplemental Indenture, unless the Issuers have exercised their right previously or obligation concurrently sent a redemption notice with respect to redeem all the Outstanding Notes as described in Sections 3.01, 3.02 and Section 3.03 above, as applicable, by giving irrevocable notice to of the Trustee in accordance with the Original Indenture, each Holder of Notes will have the right to require the Issuers will make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(b) Within 30 days following any Change of Control Triggering Event, the Issuers will send notice of such Change of Control Offer by first-class mail, or delivered electronically if held by DTC, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”);
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of purchase redemption (the “Change of Control Payment”), subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Within thirty Interest Payment Date).
(30e) days The Issuers will not be required to make a Change of Control Offer following the date upon which the a Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers will be required to send, by first class mail, if (1) a notice to each Holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that third party makes the Change of Control Offer is conditioned on in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control being consummated on or prior Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to the such Change of Control Payment DateOffer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and;
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers; and
(iv) the Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(ci) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Ninth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Issuers have Company has exercised their its right or obligation to redeem all of the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the under Section 2.05 of this Ninth Supplemental Indenture, each Holder of Notes will have the right to require the Issuers Company to purchase repurchase all or a portion any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a cash purchase price equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment daterelated Interest Payment Date that has accrued on or prior to the date of purchase. | Within thirty (30) 30 days following any Change of Control Triggering Event, the date upon which Company shall send a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event occurred or, at and offering to repurchase the Issuers’ option, prior to any Notes on the “Change of Control but after Payment Date” specified in the public announcement of the pending Change of Control, the Issuers will be required to send, by first class mail, a notice to each Holder of Notes, with a copy to the Trusteenotice, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must date shall be no earlier than thirty (30) 30 days nor and no later than sixty (60) 60 days from the date such notice is mailedsent, other than as may be pursuant to the procedures required by law (the “Change of Control Payment Date”). The this Ninth Supplemental Indenture and described in such notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have the Company repurchase any or all of such Holders’ Notes purchased pursuant to a Change of Control Offer will shall be required to surrender their Notes, with such customary documents of surrender and transfer as the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completedCompany may reasonably request be duly completed or transfer their Notes by book-entry transfer, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.
(b) . The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Company’s repurchase of any Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions included in this Section 3.05, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.05 by virtue of such compliance. On the Change of Control Payment Date, the Issuers Company shall, to the extent lawful:
(ia) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(iib) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iiic) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased. On the Change of Control Payment Date, the Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, the Paying Agent will make such payment through the facilities of The Depository Trust Company), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that all conditions precedent to each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Payment Date. The provisions of this Section 3.05 that require the Company to make a Change of Control Offer have been complied with.
(c) following a Change of Control Triggering Event shall be applicable whether or not any other provisions of the Indenture are applicable. The Issuers will Company shall not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, Company and such third third-party purchases all of the Notes properly tendered and not withdrawn under its such third party’s offer.
(d) The Issuers will comply in all material respects with . In addition, the requirements Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Rule 14e-1 Control Payment Date an Event of Default under the Exchange ActIndenture, and any other securities laws and regulations thereunder to than a default in the extent those laws and regulations are applicable in connection with the repurchase payment of the Notes as a result Change of Control Payment upon a Change of Control Triggering Event. To If Holders of not less than 90% of the extent that aggregate principal amount of the provisions Outstanding Notes are validly tendered and not withdrawn in a Change of any such securities laws Control Offer and the Company (or regulations conflict with the third party making the Change of Control Offer provisions Offer) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Notes that remain Outstanding following such purchase at a Redemption Price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest on such Notes to, but excluding, the Issuers will comply with those securities laws and regulations and will not be deemed date of redemption (subject to have breached their respective obligations under the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that has accrued on or prior to the Redemption Date). For purposes of this Section 4.01(d) by virtue of any such conflict. |3.05, the following definitions shall apply:
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent with respect to the Notes, unless the Issuers have Issuer has exercised their its right or obligation to redeem all of the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the under Article 3 of this Supplemental Indenture, each Holder of Notes will have the right to require the Issuers Issuer to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (purchase, provided that any payment of interest becoming due on or prior to the “Change of Control Payment”), subject Payment Date shall be payable to the rights of Holders of such Notes registered as such on the relevant record date to receive interest due on the relevant interest payment date. | .
(b) Within thirty (30) 30 days following the date upon which the Change of Control Triggering Event occurred oroccurs, or at the Issuers’ Issuer’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers Issuer will be required to send, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control OfferOffer and describe the Change of Control Triggering Event. Such notice will state, among other things, the purchase date, which must be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.
(bc) On Upon the Change of Control Payment Date, the Issuers shallIssuer will, to the extent lawful:
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to the Change of Control Offer have been complied withpurchased.
(cd) The Issuers Issuer will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, Issuer and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, as described in clause (d) above, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 30 nor more than 60 days’ prior notice, with such notice given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding to the date of redemption provided that any payment of interest becoming due on or prior to the redemption date shall be payable to the Holders of such Notes registered as such on the relevant record date.
(f) The Issuers Issuer will comply in all material respects with the applicable requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers Issuer will comply with those securities laws and regulations and will not be deemed to have breached their respective its obligations under this Section 4.01(d) the Change of Control Offer provisions of the Notes by virtue of any such conflict. |.
(g) Unless the Issuer defaults in the Change of Control Payment, on and after the Change of Control Payment Date, interest will cease to accrue on the Notes or portions of the Notes tendered for repurchase pursuant to the Change of Control Offer.
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Twenty-Sixth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Twenty-Sixth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of If a Change of Control Triggering EventEvent occurs with respect to the Notes, unless the Issuers have Company has exercised their right or obligation its option to redeem the Notes as described under Section 3.1 hereof or Paragraph 9 of the Notes, the Company shall make, directly or through a Designated Affiliate, an offer to repurchase all or, at the Holder’s option, any part (in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance integral multiple of U.S.$.1,000 with the Indenture, residual of at least U.S.$.2,000) of each Holder of Notes will have the right to require the Issuers to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash equal to 101% of the aggregate principal Principal amount thereof, of Notes repurchased plus accrued and unpaid interestInterest, if any, on the Notes repurchased up to, but excludingnot including, the date of purchase repurchase, and Additional Amounts payable with respect thereto, if any, up to, but not including, the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. | Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred with respect to the Notes or, at the Issuers’ Company’s option, prior to any Change of Control Triggering Event but after the public announcement of the pending transaction or transactions that constitutes or may constitute a Change of ControlControl Triggering Event, the Issuers Company will be required to send, by first class mail, mail a notice to each Holder Holders of the Notes, with a copy to the TrusteeTrustee for the Notes, which notice will govern by first class mail at the terms address of such Holder appearing in the Register, describing the transaction or transactions that constitute or may constitute the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from Triggering Event and offering to repurchase such Notes on the date such notice is mailedspecified in the notice, other than as may be pursuant to the procedures required by law (the “Change of Control Payment Date”)such Notes and described in such notice. The noticenotice shall, if mailed prior to the date of consummation of the Change of ControlControl Triggering Event, will state that the Change of Control Offer offer to purchase is conditioned on the Change of Control being consummated Triggering Event occurring on or prior to the Change of Control Payment Date. The notice shall also contain the following information:
(i) that a Change of Control Offer is being made pursuant to this Section 3.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) that a Holder may tender all or any portion of its Notes pursuant to such Change of Control Offer, subject to the requirement that any portion of a Note 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.$2,000;
(iii) the purchase price, the expiration date (the “Expiration Date”) of the Change of Control Offer, which will be no less than 30 days nor more than 60 Business Days after the date such notice is mailed, and the purchase date, which will be no less than five Business Days after the Expiration Date (the “Change of Control Payment Date”);
(iv) any Note not properly tendered will remain outstanding and continue to accrue Interest;
(v) unless the Company or its Designated Affiliate defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue Interest on the Change of Control Payment Date;
(vi) Holders of Notes electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender their the Notes, together with a duly executed letter of transmittal properly completed in accordance with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completedinstructions thereto, to the Paying Agent specified in such notice at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, such notice prior to the close of business on the third Business Day prior Expiration Date;
(vii) Holders shall be entitled to withdraw their tendered Notes and their election to require the Company or a Designated Affiliate to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the Expiration Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the Principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in Principal amount to the unpurchased portion of the Notes surrendered; provided that each such new Note will be in a Principal amount of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof. If (a) notice is mailed in a manner provided in this Section 3.10 and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the Change of Control Payment DateOffer as to all other Holders that properly received such notice without defect.
(b) On the Change of Control Payment Date, the Issuers Company or a Designated Affiliate shall, to the extent lawful:
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent funds in an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) deliver, or cause to be delivered, delivered to the Trustee Trustee, the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal Principal amount of Notes or portions of Notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to the Change of Control Offer have been complied withCompany or a Designated Affiliate.
(c) The Issuers Paying Agent shall promptly mail to each Holder the Change of Control Payment for its Notes that have been accepted for payment in the Change of Control Offer, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in Principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a Principal amount of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof.
(d) The Company shall not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such an offer to purchase Notes in the manner, at the times and otherwise in compliance with the requirements for such an offer set forth in this Section 3.10 applicable to a Change of Control Offer made by the Issuers, Company and such third party purchases all the Notes properly tendered and not withdrawn under such offer; provided, however, that in the event such third party terminates or defaults on its offer, the Company will be required to make a Change of Control Offer treating the date of such termination or default as though it were the date of the Change of Control Triggering Event.
(de) The Issuers Company and any Designated Affiliate will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, Act (to the extent applicable) and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a making any Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Indenture, the Issuers will provisions of this Indenture and Paragraph 9(e) of the Notes shall be deemed to be modified to the extent necessary to permit such compliance. If the provisions of such securities laws or regulations cannot be complied with as a result of such deemed modifications, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached their respective its obligations under this Section 4.01(d3.10 or Paragraph 9(f) of the Notes by virtue of any such conflict. |thereof.
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Samples: Indenture (BM&FBOVESPA S.A. - Securities, Commodities & Futures Exchange)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Twenty-Fourth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Twenty-Fourth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Twelfth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(c) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Twenty-Third Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Twenty-Third Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Twenty-Second Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Twenty-Second Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Twenty-First Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Twenty-First Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Twenty First Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Sixteenth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment DateTriggering Event.
(bc) On While the Change of Control Payment DateNotes are in global form, when the Issuers shall, make an offer to purchase all of the extent lawful:
(i) accept, or cause a third party to accept, all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(iid) deposit, or cause a third party to deposit, with the Paying Agent an amount equal to the Change If Holders of Control Payment not less than 90% in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Notes or portions of at the time Outstanding validly tender and do not withdraw such Notes being repurchased and that all conditions precedent to the in a Change of Control Offer and to the repurchase by Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer have been complied withdescribed above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(ce) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon following a Change of Control Triggering Event if (1) a third party makes such offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for such an offer set forth in this Indenture applicable to a Change of Control Offer made by the Issuers, Issuers and such third party purchases all the Notes properly validly tendered and not withdrawn under its offerpursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(df) Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired and canceled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply in all material respects with the requirements of Rule 14e-1 Section 14(e) under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |of
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Fourth Supplemental Indenture, unless the Issuers have exercised their right previously or obligation concurrently sent a redemption notice with respect to redeem all the Outstanding Notes as described in Sections 3.01, 3.02 and Section 3.03 above, as applicable, by giving irrevocable notice to of the Trustee in accordance with the Original Indenture, each Holder of Notes will have the right to require the Issuers will make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest (and Special Interest, if any, ) to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.02 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment DateTriggering Event.
(bc) On While the Change of Control Payment DateNotes are in global form, when the Issuers shall, make an offer to purchase all of the extent lawful:
(i) accept, or cause a third party to accept, all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(iid) deposit, or cause a third party to deposit, with the Paying Agent an amount equal to the Change If Holders of Control Payment not less than 90% in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Outstanding Notes or portions of a Series validly tender and do not withdraw such Notes being repurchased and that all conditions precedent to the in a Change of Control Offer and to the repurchase by Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer have been complied withdescribed above, to redeem all Notes of such Series that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest (and Special Interest, if any), to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(ce) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon following a Change of Control Triggering Event if (1) a third party makes such offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for such an offer set forth in this Indenture applicable to a Change of Control Offer made by the Issuers, Issuers and such third party purchases all the Notes properly validly tendered and not withdrawn under its offerpursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event.
(df) Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired and canceled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply in all material respects with the requirements of Rule 14e-1 Section 14(e) under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Indenture, the Issuers will comply with those the applicable securities laws and regulations and will shall not be deemed to have breached their respective obligations under described in this Indenture by virtue thereof.
(h) On the Change of Control Payment Date, the Issuers (or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent permitted by law,
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(i) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
(ii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(iii) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or deliver electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(j) Other than as specifically provided in this Section, any purchase pursuant to this Section 4.01(d) by virtue shall be made pursuant to the provisions of any such conflict. |Article III of the Original Indenture.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of If a Change of Control Triggering EventEvent occurs after the Issue Date, unless unless, prior to, or concurrently with, the Issuers have exercised their right time the Company is required to make a Change of Control Offer, the Company has previously or obligation concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to redeem all the Outstanding Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder the Company will make an offer to repurchase all of Notes will have the right to require the Issuers to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “a Change of Control Offer”), Offer at a purchase price (as may be calculated by the Company) in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excluding, the date of purchase (the “Change of Control Payment”)repurchase, subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Within thirty (30) days following the date upon which the Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers will be required to send, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law (the “Change of Control Interest Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated Date falling on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent lawful:
(i) accept, or cause a third party to accept, all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to the Change of Control Offer have been complied with.
(c) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and Within 30 days following any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To , the extent that Company (or, at the provisions Company’s request and expense, the Trustee, in the name of any the Company) will send notice of such securities laws or regulations conflict with the Change of Control Offer provisions in accordance with the terms of the NotesIndenture. Notwithstanding any other provision hereof, in connection with any tender offer or Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the then Outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Company, or any other Person making such offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers Company or such other Person will comply with those securities laws have the right upon not less than 10 days nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the extent not included in the offer payment, accrued and regulations and will not be deemed unpaid interest, if any, thereon, to, but excluding, the Redemption Date, (subject to have breached their respective obligations under this Section 4.01(d) by virtue the right of any such conflict. |Holders on the relevant Record Date to receive interest due on the relevant interest payment date falling prior to or on the applicable Redemption Date).
Appears in 1 contract
Samples: Indenture (NMI Holdings, Inc.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent with respect to the Notes of a series, unless the Issuers have Issuer has exercised their its right or obligation to redeem all of the Notes of such series as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the under Article 3 of this Supplemental Indenture, each Holder of Notes of such series will have the right to require the Issuers Issuer to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (purchase, provided that any payment of interest becoming due on or prior to the “Change of Control Payment”), subject Payment Date shall be payable to the rights of Holders of such Notes registered as such on the relevant record date to receive interest due on the relevant interest payment date. | .
(b) Within thirty (30) 30 days following the date upon which the Change of Control Triggering Event occurred oroccurs, or at the Issuers’ Issuer’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers Issuer will be required to send, by first class mail, a notice to each Holder of NotesNotes of the relevant series, with a copy to the Trustee, which notice will govern the terms of the Change of Control OfferOffer and describe the Change of Control Triggering Event. Such notice will state, among other things, the purchase date, which must be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.
(bc) On Upon the Change of Control Payment Date, the Issuers shallIssuer will, to the extent lawful:
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to the Change of Control Offer have been complied withpurchased.
(cd) The Issuers Issuer will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, Issuer and such third party purchases all Notes of the Notes relevant series properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 95% in aggregate principal amount of the outstanding Notes of the relevant series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, as described in clause (d) above, purchase all of the Notes of such series validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 30 nor more than 60 days’ prior notice, with such notice given not more than 30 days following the Change of Control Payment Date, to redeem all Notes of such series that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding to the date of redemption provided that any payment of interest becoming due on or prior to the redemption date shall be payable to the Holders of such Notes registered as such on the relevant record date.
(f) The Issuers Issuer will comply in all material respects with the applicable requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers Issuer will comply with those securities laws and regulations and will not be deemed to have breached their respective its obligations under this Section 4.01(d) the Change of Control Offer provisions of the Notes by virtue of any such conflict. |.
(g) Unless the Issuer defaults in the Change of Control Payment, on and after the Change of Control Payment Date, interest will cease to accrue on the Notes of the relevant series or portions of the Notes of such series tendered for repurchase pursuant to the Change of Control Offer.
Appears in 1 contract
Samples: Second Supplemental Indenture (Murphy Oil Corp /De)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Second Supplemental Indenture, unless the Issuers have exercised their right previously or obligation concurrently sent a redemption notice with respect to redeem all the Outstanding Notes as described in Sections 3.01, 3.02 and Section 3.03 above, as applicable, by giving irrevocable notice to of the Trustee in accordance with the Original Indenture, each Holder of Notes will have the right to require the Issuers will make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest (and Special Interest, if any, ) to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.02 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment DateTriggering Event.
(bc) On While the Change of Control Payment DateNotes are in global form, when the Issuers shall, make an offer to purchase all of the extent lawful:
(i) accept, or cause a third party to accept, all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(iid) deposit, or cause a third party to deposit, with the Paying Agent an amount equal to the Change If Holders of Control Payment not less than 90% in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Outstanding Notes or portions of a Series validly tender and do not withdraw such Notes being repurchased and that all conditions precedent to the in a Change of Control Offer and to the repurchase by Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer have been complied withdescribed above, to redeem all Notes of such Series that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest (and Special Interest, if any), to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(ce) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon following a Change of Control Triggering Event if (1) a third party makes such offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for such an offer set forth in this Indenture applicable to a Change of Control Offer made by the Issuers, Issuers and such third party purchases all the Notes properly validly tendered and not withdrawn under its offerpursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event.
(df) Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired and canceled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply in all material respects with the requirements of Rule 14e-1 Section 14(e) under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Indenture, the Issuers will comply with those the applicable securities laws and regulations and will shall not be deemed to have breached their respective obligations under described in this Indenture by virtue thereof.
(h) On the Change of Control Payment Date, the Issuers (or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent permitted by law,
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(i) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
(ii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(iii) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or deliver electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(j) Other than as specifically provided in this Section, any purchase pursuant to this Section 4.01(d) by virtue shall be made pursuant to the provisions of any such conflict. |Article III of the Original Indenture.
Appears in 1 contract
Samples: Second Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Eighth Supplemental Indenture, unless the Issuers have exercised their right previously or obligation concurrently sent a redemption notice with respect to redeem all the Outstanding Notes as described in Sections 3.01, 3.02 and Section 3.03 above, as applicable, by giving irrevocable notice to of the Trustee in accordance with the Original Indenture, each Holder of Notes will have the right to require the Issuers will make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(b) Within 30 days following any Change of Control Triggering Event, the Issuers will send notice of such Change of Control Offer by first-class mail, or delivered electronically if held by DTC, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”);
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of purchase redemption (the “Change of Control Payment”), subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Within thirty Interest Payment Date).
(30e) days The Issuers will not be required to make a Change of Control Offer following the date upon which the a Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers will be required to send, by first class mail, if (1) a notice to each Holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that third party makes the Change of Control Offer is conditioned on in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control being consummated on or prior Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to the such Change of Control Payment DateOffer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and;
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers; and
(iv) the Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(ci) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Eighth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Twentieth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Twentieth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Twentieth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Fourth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Fourth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and cancelled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Nineteenth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture (as amended and supplemented by this Nineteenth Supplemental Indenture), unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(cj) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
Samples: Nineteenth Supplemental Indenture (AerCap Holdings N.V.)
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Fourteenth Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(i) The Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(c) The Issuers will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |
Appears in 1 contract
Repurchase upon a Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent after the date of this Eleventh Supplemental Indenture, unless the Issuers have exercised their right or obligation to redeem the Notes as described in Sections 3.01, 3.02 and 3.03 above, as applicable, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes will have the right to require the Issuers make an offer to purchase all or a portion of such Holder’s the Notes pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of purchase (the “Change of Control Payment”)purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date. | Interest Payment Date.
(b) Within thirty (30) 30 days following the date upon which the any Change of Control Triggering Event occurred or, at the Issuers’ option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Issuers will be required to send, send notice of such Change of Control Offer by first first-class mail, a notice to each Holder of Notesor delivered electronically if held by DTC, with a copy to the Trustee, which notice will govern to each Holder of Notes to the terms address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, with the following information:
(i) a Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.01 and that all Notes properly tendered pursuant to such Change of Control Offer will state, among other things, be accepted for payment;
(ii) the purchase price and the purchase date, which must will be no earlier than thirty (30) 30 days nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law mailed or delivered (the “Change of Control Payment Date”). The notice, if mailed prior ;
(iii) any Note not properly tendered will remain Outstanding and continue to accrue interest;
(iv) unless the date of consummation Issuers default in the payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Change of Control Offer will state cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) the instructions determined by the Issuers consistent with this covenant that a Holder must follow in order to have its Notes purchased or to cancel a previous order of purchase; and
(vi) if such notice is mailed or delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control being consummated on or prior Triggering Event.
(c) While the Notes are in global form, when the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.
(d) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described below, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03 of the Original Indenture, unless and until there is a default in payment of the applicable redemption price. Holders Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the occurrence of such Change of Control Triggering Event.
(f) Notes electing to have Notes purchased repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be required to surrender their Notes, with retired and canceled at the form entitled “Option of Holder to Elect Purchase” on the reverse option of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their notes to the Paying Agent Issuers. Notes purchased by book-entry transfer a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.
(g) The Issuers will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable procedures in connection with the repurchase of the Paying Agent, prior Notes pursuant to the close of business on the third Business Day prior to the a Change of Control Payment DateOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(bh) On the Change of Control Payment Date, the Issuers shall(or any Person making a Change of Control Offer in lieu of the Issuers) will, to the extent lawful:permitted by law,
(i) accept, or cause a third party to accept, accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit, or cause a third party to deposit, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and;
(iii) at the option of the Issuers, unless a Person is making a Change of Control Offer in lieu of the Issuers, deliver, or cause to be delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Issuers; and
(iv) the Paying Agent will promptly mail or otherwise deliver to each Holder of the Notes being repurchased the Change of Control Payment for such Notes, and the Issuers shall execute and the Trustee, upon a Company Order, will promptly authenticate and mail, or will cause to be delivered electronically if held by DTC, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent to each such new Note will be in a minimum denomination of $150,000 and an integral multiple of $1,000 above that amount. The Issuers will publicly announce the results of the Change of Control Offer and to the repurchase by the Issuers of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date.
(ci) The Issuers will not Other than as specifically provided in this Section, any purchase pursuant to this Section shall be required made pursuant to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers, and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(d) The Issuers will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions Article III of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached their respective obligations under this Section 4.01(d) by virtue of any such conflict. |Original Indenture.
Appears in 1 contract
