Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days following any Change of Control, the Company shall: (i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating: (1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment; (2) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed; (3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and (4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) 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 purchased by the Company. (c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. (d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 2 contracts
Samples: Indenture (Arch Wireless Inc), Indenture (Arch Wireless Inc)
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have unless the Company has exercised its right to require redeem the Notes in full, as described under “Optional Redemption” above, the Company will make an offer to each holder (the “Change of Control Offer”) to repurchase any and all or any part (equal to $1,000 2,000 or an integral multiple of $1,000) of such Holder's holder’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase repurchase price (the "CHANGE OF CONTROL PURCHASE PRICE") in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, thereon, to the purchase date of repurchase (subject to the right “Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days Control Payment”).Within 30 days following any Change of ControlControl Triggering Event, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, will mail a notice stating:
(1) to holders of Notes describing the transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes on the date specified in the notice (the “Change of Control Payment Date”), which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier less than 30 days nor later and no more than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change of Control); and
(4) procedures required by the procedures that Holders must follow Notes and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act Act, and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the covenant described hereunderNotes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder Change of Control repurchase provisions of the Notes by virtue of such compliance.
(b) conflicts. The Company will not be required to offer to repurchase the Notes upon the occurrence of 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 an offer made by the Company and the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the Senior Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Company shallwill, to the extent lawful:
(i) : · accept or cause a third party to 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 with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) and · deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officers' Certificate officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Companypurchased.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 2 contracts
Samples: Pricing Agreement (Aetna Inc /Pa/), Pricing Agreement (Aetna Inc /Pa/)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall notify the Trustee in writing thereof and shall make an offer to repurchase purchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's the Notes pursuant to the offer then outstanding as described below (the "CHANGE OF CONTROL OFFERChange of Control Offer") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value thereof, aggregate principal amount thereof plus accrued and unpaid interest, if any, to the purchase date of repurchase (subject to the right "Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment DateControl Payment"). The Change of Control Offer shall be made in compliance with all applicable laws, including without limitation, Regulation 14E of the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof. Within 10 Business Days 30 days following any Change of Control, the Company shallshall commence the Change of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state that:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 10.15 4.14 and that all Notes timely tendered will be accepted for payment;,
(2ii) the Change of Control Purchase Price purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;mailed (the "Change of Control Payment Date"),
(3iii) the circumstances and relevant facts regarding that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest,
(includingiv) that, if applicableunless the Company defaults in the payment of the Change of Control Payment, information with respect to pro forma historical income, cash flow and capitalization after giving effect all Notes accepted for payment pursuant to the Change of Control); andControl Offer shall cease to accrue interest on the Change of Control Payment Date,
(4v) that any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date,
(vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased,
(vii) that a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof,
(viii) the procedures instructions that Holders must follow in order to tender their Notes Notes, and
(or portions thereofix) for payment, the circumstances and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a relevant facts regarding such Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
, (i) accept for payment all the Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer;
, (ii) 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
thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers' Certificate stating that the aggregate principal amount of Notes or portions of Notes being purchased by thereof tendered to the Company.
(c) Company are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes properly tendered so accepted payment in an amount equal to the Change of Control Payment purchase price for such Notes, and the Trustee will promptly shall 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 , provided, that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company shall make a public announcement of $1,000.
(d) Notwithstanding the foregoing provisions results of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by on or as soon as practicable after the comparable provisions Change of Control Payment Date. For the Senior Indenture have been purchased by purposes of this Section 4.14, the CompanyTrustee shall act as the Paying Agent.
Appears in 2 contracts
Samples: Indenture (Atlantic Express Transportation Corp), Indenture (Atlantic Express Transportation Corp)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder DIMAC Holdings shall have notify the right Trustee in writing thereof and shall make an offer to require purchase all of the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the offer then outstanding as described below (the "CHANGE OF CONTROL OFFERChange of Control Offer") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date of repurchase (subject the "Change of Control Payment").
(b) The Change of Control Offer shall be made in compliance with all applicable laws, including without limitation, Regulation 14E of the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, DIMAC Holdings shall comply with the applicable securities laws and regulations and shall not be deemed to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). have breached its obligations under this Section 4.14 by virtue thereof.
(c) Within 10 Business Days 30 days following any Change of Control, DIMAC Holdings shall commence the Company shallChange of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state that:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 10.15 4.14 and that all Notes timely tendered will be accepted for payment;
(2ii) the Change of Control Purchase Price purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date");
(3iii) the circumstances and relevant facts regarding that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest in accordance with the terms thereof;
(includingiv) that, if applicableunless DIMAC Holdings defaults in the payment of the Change of Control Payment, information with respect to pro forma historical income, cash flow and capitalization after giving effect all Notes accepted for payment pursuant to the Change of Control); andControl Offer shall cease to accrue interest on the Change of Control Payment Date;
(4v) that any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Xxxxxx delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have such Notes purchased;
(vii) that a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof;
(viii) the procedures instructions that Holders must follow in order to tender their Notes Notes; and
(or portions thereofix) for payment, the circumstances and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a relevant facts regarding such Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such complianceControl.
(bd) On the Change of Control Payment Date, the Company DIMAC Holdings shall, to the extent lawful:
, (i) accept for payment all the Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer;
, (ii) 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
thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers' Certificate stating that the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(c) thereof tendered to DIMAC Holdings are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes properly tendered so accepted payment in an amount equal to the Change of Control Payment purchase price for such Notes, and the Trustee will promptly shall 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 , PROVIDED, that each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000thereof.
(de) Notwithstanding DIMAC Holdings shall make a public announcement of the foregoing provisions results of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For the purposes of this Section 4.14, the Trustee shall act as the Paying Agent.
(f) DIMAC Holdings shall not be required by to make a Change of Control Offer upon a Change of Control if a third party makes the comparable provisions Change of Control Offer in the Senior Indenture have been purchased by manner, at the Companytimes and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Dimac Holdings Inc), Securities Purchase Agreement (DMW Worldwide Inc)
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have unless the Issuer has exercised its right to require redeem all of the Company Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or any the portion thereof not subject to redemption, if the Issuer has exercised its right to redeem the Notes in part (equal pursuant to $1,000 or an integral multiple of $1,000Section 2.7 above) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER"“Change of Control Offer”) at a purchase price (on the "CHANGE OF CONTROL PURCHASE PRICE") terms set forth herein. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased (the “Change of Control Payment”), to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)purchase. Within 10 Business Days 30 days following any Change of ControlControl Triggering Event, the Company shall:
(i) send, by first-class mailIssuer will be required to deliver a notice to Holders of Notes, with a copy to the Trustee, to each Holder, at such Holder's address appearing in describing the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes on the date specified in the notice, which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed;
delivered (3) the circumstances and relevant facts regarding the “Change of Control (includingPayment Date”), if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change of Control); and
(4) the procedures that Holders must follow required herein and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, Issuer must comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 2.8, the Company Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder this Section 2.8 by virtue of such compliance.
(b) conflicts. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful, to:
(ia) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(iib) deposit with the Paying Agent or the Trustee 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' ’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(c) Issuer. The Paying Agent shall will be required to promptly mail deliver to each Holder of Notes who properly tendered Notes the Change of Control Payment purchase price for such Notes, and the Trustee will be required to promptly authenticate and mail deliver (or cause to be transferred by book-entrydelivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 2,000 or an integral a multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may 1,000 in excess thereof. The Issuer will not be purchased pursuant required to such make a Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the upon a Change of Control Offer required Triggering Event if another Person makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the comparable provisions of the Senior Indenture have been purchased by the CompanyIssuer and such other Person purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 2 contracts
Samples: Seventh Supplemental Indenture (Brookfield Asset Management Inc.), Sixth Supplemental Indenture (Brookfield Asset Management Inc.)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101100% of the Compounded Value principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days following any Change of Control, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such HolderXxxxxx's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) 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 purchased by the Company.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Samples: Indenture (Arch Wireless Inc)
Repurchase Upon a Change of Control. (a) Upon In the occurrence event of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days following any ----------------------------------- Change of Control, the Company shall:
shall make an offer to purchase (ithe "Change of Control Offer") sendthe Notes then outstanding at a purchase price equal to one hundred percent (100%) of the principal amount (excluding any premium) thereof plus accrued and unpaid interest up to but not including the Change of Control Purchase Date (as defined below) on the terms set forth in this Section. The date on which the Company shall purchase the Securities pursuant to this Section (the "Change of Control Purchase Date") shall be no earlier than 30 days, nor later than 60 days, after the notice referred to below is mailed, unless a longer period shall be required by first-class mail, law. The Company shall notify the Trustee in writing promptly after the occurrence of any Change of Control of the Company's obligation to offer to purchase all of the Securities. Notice of a Change of Control Offer shall be mailed by the Company to the holders of the Notes at their last registered address (with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
) within twenty (120) that business days after a Change of Control has occurred occurred. The Change of Control Offer shall remain open from the time of mailing until a date not more than five (5) Business Days before the Change of Control Purchase Date. The notice shall contain all instructions and a materials necessary to enable such holders to tender Convertible Subordinated Notes (in whole or in part) pursuant to the Change of Control Offer. The notice, which shall govern the terms of the Change of Control Offer, shall state:
a. that the Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for paymentthis Section;
(2) b. the purchase price and the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailedDate;
(3) the circumstances and relevant facts regarding c. that any Convertible Subordinated Note not surrendered or accepted for payment will continue to accrue interest;
d. that any Convertible Subordinated Note accepted for payment pursuant to the Change of Control (including, if applicable, information with respect Offer shall cease to pro forma historical income, cash flow and capitalization accrue interest after giving effect to the Change of Control); andControl Purchase Date;
e. that any holder electing to have a Convertible Subordinated Note purchased (4in whole or in part) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To Offer will be required to surrender the extent that the provisions of any securities laws or regulations conflict Convertible Subordinated Note, with the provisions form entitled "Option of Holder to Elect Purchase" on the reverse of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) 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 purchased by the Company.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.Convertible
Appears in 1 contract
Samples: Indenture (Leasing Solutions Inc)
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have unless the Company has exercised its right to require redeem the Notes in full, as described under “Optional Redemption” above, the Company will make an offer to each holder of Notes (the “Change of Control Offer”) to repurchase any and all or any part (equal to $1,000 2,000 or an integral multiple of $1,000) of such Holder's holder’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase repurchase price (the "CHANGE OF CONTROL PURCHASE PRICE") in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, thereon, to the purchase date of repurchase (subject to the right “Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 10 Business Days 30 days following any Change of ControlControl Triggering Event, the Company shall:
(i) send, by first-class mail, with will be required to mail a copy notice to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect holders of the Notes by describing the Registrar, a notice stating:
(1) transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes on the date specified in the notice (the “Change of Control Payment Date”), which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier less than 30 days nor later and no more than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change of Control); and
(4) procedures required by the procedures that Holders must follow Notes and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, must comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act Act, and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the covenant described hereunderNotes, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder Change of Control repurchase provisions of the Notes by virtue of such compliance.
(b) conflicts. The Company will not be required to offer to repurchase the Notes upon the occurrence of 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 an offer made by the Company and the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful:
(i) , to: · accept or cause a third party to 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 with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes each Note or portions portion of Notes a Note properly tendered; and
(iii) and · deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officers' Certificate officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Companypurchased.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Samples: Pricing Agreement (Aetna Inc /Pa/)
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs with respect to the Notes of a series, each Holder shall have unless the Company has exercised its right to require redeem the Notes of such series in full, as described under “Optional Redemption” above, the Company will make an offer to each holder of Notes of such series (the “Change of Control Offer”) to repurchase any and all or any part (equal to $1,000 2,000 or an integral multiple of $1,000) of such Holder's holder’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") of such series at a purchase repurchase price (the "CHANGE OF CONTROL PURCHASE PRICE") in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of the Notes of such series to be repurchased plus accrued and unpaid interest, if any, thereon, to the purchase date of repurchase (subject to the right “Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 10 Business Days 30 days following any Change of ControlControl Triggering Event with respect to the Notes of a series, the Company shall:
(i) send, by first-class mail, with a copy will be required to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, mail a notice stating:
(1) to holders of Notes of such series describing the transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes of such series on the date specified in the notice (the “Change of Control Payment Date”), which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier less than 30 days nor later and no more than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change procedures required by the Notes of Control); and
(4) the procedures that Holders must follow such series and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act Act, and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to of a series as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the covenant described hereunderNotes of a series, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder Change of Control repurchase provisions of the Notes by virtue of such compliance.
(b) conflicts. The Company will not be required to offer to repurchase the Notes of a series upon the occurrence of a Change of Control Triggering Event with respect to the Notes of such series if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases on the applicable date all Notes of such series properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes of such series and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes of such series unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment DateDate for Notes of a series to be repurchased, the Company shallwill be required, to the extent lawful:
(i) , to: · accept or cause a third party to accept for payment all Notes of such series or portions of Notes of such series properly tendered pursuant to the Change of Control Offer;
(ii) ; · deposit or cause a third party to deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes of such series or portions of Notes of such series properly tendered; and
(iii) and · deliver or cause to be delivered to the Trustee the Notes of such series properly accepted accepted, together with an Officers' Certificate officer’s certificate stating the aggregate principal amount of Notes of such series or portions of Notes of such series being purchased by the Companypurchased.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Samples: Pricing Agreement (Aetna Inc /Pa/)
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have unless the Company has exercised its right to require redeem the Notes in full, as described under “Optional Redemption” above, the Company will make an offer to each holder of Notes (the “Change of Control Offer”) to repurchase any and all or any part (equal to $1,000 2,000 or an integral multiple of $1,000) of such Holder's holder’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase repurchase price (the "CHANGE OF CONTROL PURCHASE PRICE") in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to thereon, to, but excluding, the purchase date of repurchase (subject to the right “Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 10 Business Days 30 days following any Change of ControlControl Triggering Event, the Company shall:
(i) send, by first-class mail, with will be required to mail a copy notice to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect holders of the Notes by describing the Registrar, a notice stating:
(1) transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes on the date specified in the notice (the “Change of Control Payment Date”), which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier less than 30 days nor later and no more than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change of Control); and
(4) procedures required by the procedures that Holders must follow Notes and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, must comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the covenant described hereunderNotes, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder Change of Control repurchase provisions of the Notes by virtue of such compliance.
(b) conflicts. The Company will not be required to offer to repurchase the Notes upon the occurrence of 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 an offer made by the Company, and the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to, but excluding, the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful:
(i) , to: · accept or cause a third party to 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 with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes each Note or portions portion of Notes a Note properly tendered; and
(iii) and · deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officers' Certificate officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by purchased. For purposes of the Company.
(c) The Paying Agent shall promptly mail to each Holder foregoing discussion of Notes properly tendered the applicable Change of Control Payment for such Notesprovisions, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.following definitions are applicable:
Appears in 1 contract
Samples: Pricing Agreement (Aetna Inc /Pa/)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days days following any Change of Control, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) 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 purchased by the Company.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall notify the Trustee in writing thereof and shall make an offer to repurchase purchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's the Notes pursuant to the offer then outstanding as described below (the "CHANGE OF CONTROL OFFERChange of Control Offer") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value thereof, aggregate principal amount thereof plus accrued and unpaid interest, if any, to the purchase date of repurchase (subject to the right "Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment DateControl Payment"). The Change of Control Offer shall be made in compliance with all applicable laws, including without limitation, Regulation 14E of the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof. Within 10 Business Days 30 days following any Change of Control, the Company shallshall commence the Change of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state that:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 10.15 4.14 and that all Notes timely tendered will be accepted for payment;,
(2ii) the Change of Control Purchase Price purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;mailed (the "Change of Control Payment Date"),
(3iii) the circumstances and relevant facts regarding that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest, 40 42 (includingiv) that, if applicableunless the Company defaults in the payment of the Change of Control Payment, information with respect to pro forma historical income, cash flow and capitalization after giving effect all Notes accepted for payment pursuant to the Change of Control); and
(4) the procedures that Holders must follow in order Control Offer shall cease to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance.
(b) On accrue interest on the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) 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 purchased by the Company.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.,
Appears in 1 contract
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have unless the Issuer has exercised its right to require redeem all of the Company Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or any the portion thereof not subject to redemption, if the Issuer has exercised its right to redeem the Notes in part (equal pursuant to $1,000 or an integral multiple of $1,000Section 2.7 above) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER"“Change of Control Offer”) at a purchase price (on the "CHANGE OF CONTROL PURCHASE PRICE") terms set forth herein. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased (the “Change of Control Payment”), to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)purchase. Within 10 Business Days 30 days following any Change of ControlControl Triggering Event, the Company shall:
(i) send, by first-class mailIssuer will be required to deliver a notice to Holders of Notes, with a copy to the TrusteeTrustees, to each Holder, at such Holder's address appearing in describing the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes on the date specified in the notice, which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed;
delivered (3) the circumstances and relevant facts regarding the “Change of Control (includingPayment Date”), if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change of Control); and
(4) the procedures that Holders must follow required herein and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, Issuer must comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 2.8, the Company Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder this Section 2.8 by virtue of such compliance.
(b) conflicts. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful, to:
(ia) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(iib) deposit with a Trustee or 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 Trustees the Notes properly accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(c) Issuer. The Paying Agent shall will be required to promptly mail deliver to each Holder of Notes who properly tendered Notes the Change of Control Payment purchase price for such Notes, and the Trustee Trustees will be required to promptly authenticate and mail deliver (or cause to be transferred by book-entrydelivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 2,000 or an integral a multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may 1,000 in excess thereof. The Issuer will not be purchased pursuant required to such make a Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the upon a Change of Control Offer required Triggering Event if another Person makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the comparable provisions of the Senior Indenture have been purchased by the CompanyIssuer and such other Person purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 1 contract
Samples: First Supplemental Indenture (Brookfield Asset Management Inc.)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101100% of the Compounded Value principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days days following any Change of Control, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) 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 purchased by the Company.
(c) . The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000thereof) of such that Holder's ’s Notes pursuant to the an offer described below (the "CHANGE OF CONTROL OFFER"a “Change of Control Offer”) at a purchase an offer price (the "CHANGE OF CONTROL PURCHASE PRICE"a “Change of Control Payment”) in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, to thereon, to, but not including, the date of purchase date (subject to the right “Change of Holders on the relevant record date to receive interest due on the relevant Interest Control Payment Date” which date will be no earlier than the date of such Change of Control). Within 10 Business Days days following any Change of Control, the Company shall:
(i) send, by first-class mail, with shall mail a copy to the Trustee, notice to each Holder, at such Holder's address appearing in Holder describing the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price and offering to repurchase Notes on the purchase dateChange of Control Payment Date specified in such notice, which date shall be, subject to any contrary requirements of applicable law, a Business Day be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change of Controlprocedures described in Section 3.08 (including the notice required thereby); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company.
(c) The Paying Agent shall promptly mail or wire transfer to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book-book entry) ), to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrenderedtendered, if any; provided that each such new Note will shall be in a principal amount of $1,000 or an integral multiple of $1,000thereof.
(d) Notwithstanding The Company shall publicly announce the foregoing provisions results of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(e) Notwithstanding anything to the contrary in this Section 4.14, the Company shall not be required to make a Change of Control Offer upon a Change of Control if 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 Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the comparable provisions Company and purchases all Notes validly tendered and not withdrawn under such Change of the Senior Indenture have been purchased by the CompanyControl Offer.
Appears in 1 contract
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have unless the Company has exercised its right to require redeem the Notes in full, as described under “Optional Redemption” above, the Company will make an offer to each holder (the “Change of Control Offer”) to repurchase any and all or any part (equal to $1,000 2,000 or an integral multiple of $1,000) of such Holder's holder’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase repurchase price (the "CHANGE OF CONTROL PURCHASE PRICE") in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, thereon, to the purchase date of repurchase (subject to the right “Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days Control Payment”).Within 30 days following any Change of ControlControl Triggering Event, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, will mail a notice stating:
(1) to holders of Notes describing the transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes on the date specified in the notice, which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier less than 30 days nor later and no more than 60 days from the date such notice is mailed;
mailed (3) the circumstances and relevant facts regarding the “Change of Control (includingPayment Date”), if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change of Control); and
(4) procedures required by the procedures that Holders must follow Notes and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act Act, and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the covenant described hereunderNotes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder Change of Control repurchase provisions of the Notes by virtue of such compliance.
(b) conflicts. The Company will not be required to offer to repurchase the Notes upon the occurrence of 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 an offer made by the Company and the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the Senior Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Company shallwill, to the extent lawful:
(i) : · accept or cause a third party to 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 with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) and · deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officers' Certificate officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Companypurchased.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Samples: Pricing Agreement (Aetna Inc /Pa/)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall notify the Trustee in writing thereof and shall make an offer to repurchase purchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's the Notes pursuant to the offer then outstanding as described below (the "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value thereof, aggregate principal amount thereof plus accrued and unpaid interest, if any, to the purchase date of repurchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date"CHANGE OF CONTROL PAYMENT"). Within 10 Business Days following any Change of Control, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a The Change of Control Offer is being shall be made pursuant to Section 10.15 and that in compliance with all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase dateapplicable laws, which shall beincluding without limitation, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 Regulation 14E of the Exchange Act and any all other applicable Federal and state securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offerlaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 4.14, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the covenant described hereunder this Section 4.14 by virtue thereof. Within 10 days following any Change of such compliance.Control, the Company shall commence the Change of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state that:
(bi) the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment,
(ii) the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"),
(iii) any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest,
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date,
(v) any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date,
(vi) any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Holder delivered for pur- chase, and a statement that such Xxxxxx is withdrawing his election to have such Notes purchased,
(vii) a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof,
(viii) the instructions that Holders must follow in order to tender their Notes, and
(ix) the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Company shall, to the extent lawful:
, (i) accept for payment all the Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer;
, (ii) 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
thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers' Certificate stating that the aggregate principal amount of Notes or portions of Notes being purchased by thereof tendered to the Company.
(c) Company are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes properly tendered so accepted payment in an amount equal to the Change of Control Payment purchase price for such Notes, and the Trustee will promptly shall 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 , PROVIDED, that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company shall make a public announcement of $1,000.
(d) Notwithstanding the foregoing provisions results of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by on or as soon as practicable after the comparable provisions Change of Control Payment Date. For the Senior Indenture have been purchased by purposes of this Section 4.14, the CompanyTrustee shall act as the Paying Agent.
Appears in 1 contract
Samples: Indenture (Archibald Candy Corp)
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have unless the Company has exercised its right to require redeem the Notes in full, as described under “Optional Redemption” above, the Company will make an offer to each holder (the “Change of Control Offer”) to repurchase any and all or any part (equal to $1,000 2,000 or an integral multiple of $1,000) of such Holder's holder’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase repurchase price (the "CHANGE OF CONTROL PURCHASE PRICE") in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, thereon, to the purchase date of repurchase (subject to the right “Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days Control Payment”).Within 30 days following any Change of ControlControl Triggering Event, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, will mail a notice stating:
(1) to holders of Notes describing the transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes on the date specified in the notice (the “Change of Control Payment Date”), which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier less than 30 days nor later and no more than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change of Control); and
(4) procedures required by the procedures that Holders must follow Notes and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act Act, and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the covenant described hereunderNotes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder Change of Control repurchase provisions of the Notes by virtue of such compliance.
(b) conflicts. The Company will not be required to offer to repurchase the Notes upon the occurrence of 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 an offer made by the Company and the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Company shallwill, to the extent lawful:
(i) : · accept or cause a third party to 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 with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) and · deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officers' Certificate officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Companypurchased.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Samples: Pricing Agreement (Aetna Inc /Pa/)
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have unless the Issuer has exercised its right to require redeem the Company Notes as described in Section 2.7 above, it will be required to make an offer to repurchase all all, or any part part, (equal to $1,000 2,000 or an integral a subsequent multiple of $1,000) of such each Holder's ’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER"“Change of Control Offer”) at a purchase price (on the "CHANGE OF CONTROL PURCHASE PRICE") terms set forth herein. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased (the “Change of Control Payment”), to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)purchase. Within 10 Business Days 30 days following any Change of ControlControl Triggering Event, the Company shall:
(i) send, by first-class mailIssuer will be required to deliver a notice to Holders of Notes, with a copy to the TrusteeTrustees, to each Holder, at such Holder's address appearing in describing the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes on the date specified in the notice, which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed;
delivered (3) the circumstances and relevant facts regarding the “Change of Control (includingPayment Date”), if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change of Control); and
(4) the procedures that Holders must follow required herein and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, Issuer must comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 2.8, the Company Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder this Section 2.8 by virtue of such compliance.
(b) conflicts. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful, to:
(ia) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(iib) 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 Trustees the Notes properly accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(c) Issuer. The Paying Agent shall will be required to promptly mail deliver to each Holder of Notes who properly tendered Notes the Change of Control Payment purchase price for such Notes, and the Trustee Trustees will be required to promptly authenticate and mail deliver (or cause to be transferred by book-book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 2,000 or an integral a subsequent multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may . The Issuer will not be purchased pursuant required to such make a Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the upon a Change of Control Offer required Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the comparable provisions of the Senior Indenture have been purchased by the CompanyIssuer and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 1 contract
Samples: First Supplemental Indenture (Brookfield Asset Management Inc.)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall notify the Trustee in writing thereof and shall make an offer to repurchase purchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's the Notes pursuant to the offer then outstanding as described below (the "CHANGE OF CONTROL OFFERChange of Control Offer") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date of repurchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days following any Change of Control, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a "Change of Control has occurred and a Payment"). The Change of Control Offer is being shall be made pursuant to Section 10.15 and that in compliance with all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase dateapplicable laws, which shall beincluding without limitation, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 Regulation 14E of the Exchange Act and any the rules thereunder and all other applicable Federal and state securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offerlaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 4.14, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the covenant described hereunder this Section 4.14 by virtue thereof. Within 20 days following any Change of such compliance.Control, the Company shall commence the Change of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state that:
(bi) the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment,
(ii) the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 45 days from the date such notice is mailed (the "Change of Control Payment Date"),
(iii) that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest,
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date,
(v) that any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date,
(vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased,
(vii) that a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof,
(viii) the instructions that Holders must follow in order to tender their Notes, and
(ix) the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Company shall, to the extent lawful:
, (i) accept for payment all the Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer;
, (ii) 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
thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers' Certificate stating that the aggregate principal amount of Notes or portions of Notes being purchased by thereof tendered to the Company.
(c) Company are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.so accepted
Appears in 1 contract
Samples: Indenture (Fitzgeralds Gaming Corp)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall will have the right to require that the Company to repurchase purchase all or any part a portion (equal to $1,000 or an in integral multiple multiples of $1,000) of such the Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to one hundred one percent (101% %) of the Compounded Value principal amount thereof, plus accrued and unpaid interest, if any, to interest thereon through the date of purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days following any "Change of ControlControl Payment").
(b) Within 20 days following the date upon which the Change of Control occurred, the Company shall:
(i) must send, by first-class mail, a Change of Control Offer Notice to each Holder, with a copy to the Trustee, offering to each Holder, at such Holder's address appearing in the Note Register maintained in respect of purchase the Notes by the Registrar, as described above (a notice stating:
(1) that a "Change of Control has occurred and a Offer"). The Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and shall state, among other things, the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day must be no earlier than 30 days nor later than 60 days from the date such the notice is mailed, other than as may be required by law (the "Change of Control Payment Date").
(c) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent funds in an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the circumstances and relevant facts regarding Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.
(d) If only a portion of a Note is purchased pursuant to a Change of Control (includingOffer, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect a new Note in a principal amount equal to the Change portion thereof not purchased will be issued in the name of Controlthe Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate); and
(4) the procedures that Holders must follow in order to tender their . Notes (or portions thereof) for paymentpurchased pursuant to a Change of Control Offer will be cancelled and cannot be reissued.
(e) Holders will not be entitled to require the Company to purchase their Notes in the event of a takeover, and the procedures recapitalization, leveraged buyout or similar transaction that Holders must follow in order to withdraw an election to tender Notes does not constitute a Change of Control.
(or portions thereoff) for payment. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act and any other applicable securities laws or and regulations in connection with the repurchase purchase of Notes pursuant to in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 3.8, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder this Indenture by virtue of such compliancedoing so.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) 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 purchased by the Company.
(cg) The Paying Agent shall promptly mail Company is not required to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder make a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into upon a Change of Control if a third party makes the Change of Control Offer required in the manner, at the times and otherwise in compliance with the requirements in this Section 3.8 applicable to a Change of Control Offer made by the comparable provisions Company and purchases all Notes validly tendered and not withdrawn under such Change of the Senior Indenture have been purchased by the CompanyControl Offer.
Appears in 1 contract
Samples: Indenture (Movie Gallery Inc)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall notify the Trustee in writing thereof and shall make an offer to repurchase purchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's the Notes pursuant to the offer then outstanding as described below (the "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date of repurchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date"CHANGE OF CONTROL PAYMENT"). Within 10 Business Days following any Change of Control, the Company shall:.
(ib) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a The Change of Control Offer is being shall be made pursuant to Section 10.15 and that in compliance with all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase dateapplicable laws, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicablewithout limitation, information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of Regulation 14E under the Exchange Act and any the rules thereunder and all other applicable federal and state securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offerlaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 4.14, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the covenant described hereunder this Section 4.14 by virtue of such compliancethereof.
(bc) Within 30 days following any Change of Control, the Company shall commence the Change of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state:
(i) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment;
(ii) the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 45 days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE");
(iii) that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest in accordance with the terms thereof;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date;
(v) that any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased;
(vii) that a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof;
(viii) the instructions that Holders must follow in order to tender their Notes; and
(ix) the circumstances and relevant facts regarding such Change of Control.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
, (i) accept for payment all the Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer;
, (ii) 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
thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers' Certificate stating that the aggregate principal amount of Notes or portions of Notes being purchased by thereof tendered to the Company.
(c) Company are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes properly tendered so accepted payment in an amount equal to the Change of Control Payment purchase price for such Notes, and the Trustee will promptly shall authenticate and mail (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided PROVIDED, that each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000thereof.
(de) Notwithstanding The Company shall make a public announcement of the foregoing provisions results of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(f) The Company shall not be required by to make a Change of Control Offer upon a Change of Control if a third party makes the comparable provisions Change of Control Offer in the Senior Indenture have been purchased by manner, at the Companytimes and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall notify the Trustee in writing thereof and shall make an offer to repurchase purchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's the Notes pursuant to then outstanding and prepay all Indebtedness outstanding under the offer Term Loan Credit Facility as described below (the "CHANGE OF CONTROL OFFERChange of Control Offer") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value thereof, aggregate principal amount thereof plus accrued and unpaid interest, if any, to the purchase date of repurchase or prepayment (subject to the right "Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment DateControl Payment"). The Change of Control Offer shall be made in compliance with all applicable laws, including without limitation, Regulation 14E of the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof. Within 10 Business Days 30 days following any Change of Control, the Company shallshall commence the Change of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state that:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 10.15 4.14 and that all Notes timely tendered validly tendered, together with the principal amount of all Indebtedness for which the holders thereof have requested prepayment, will be accepted for payment;,
(2ii) the Change of Control Purchase Price purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;mailed (the "Change of Control Payment Date"),
(3iii) the circumstances and relevant facts regarding that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest,
(includingiv) that, if applicableunless the Company defaults in the payment of the Change of Control Payment, information with respect to pro forma historical income, cash flow and capitalization after giving effect all Notes accepted for payment pursuant to the Change of Control); andControl Offer shall cease to accrue interest on the Change of Control Payment Date,
(4v) that any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date,
(vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased,
(vii) that a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof,
(viii) the procedures instructions that Holders must follow in order to tender their Notes Notes, and
(or portions thereofix) for payment, the circumstances and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a relevant facts regarding such Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
, (i) accept for payment all the Notes or portions of Notes properly thereof tendered and prepay the Indebtedness outstanding under the Term Loan Credit Facility for which the holders thereof have requested prepayment pursuant to the Change of Control Offer;
, (ii) (A) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and not withdrawn and (B) pay to the holders Indebtedness under the Term Loan Credit Facility the Change of Notes properly tendered; and
Control Payment with respect to all Indebtedness under the Term Loan Credit Facility for which the holders thereof have requested prepayment, and (iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers' Certificate stating that the aggregate Notes or portions thereof tendered to the Company are accepted for payment and specifying that the principal amount of Notes or portions of Notes being purchased by Indebtedness under the Company.
(c) Term Loan Credit Facility required to be prepaid has been so prepaid. The Paying Agent shall promptly mail to each Holder of Notes properly tendered so accepted payment in an amount equal to the Change of Control Payment purchase price for such Notes, and the Trustee will promptly shall 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 , provided, that each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000thereof.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Repurchase Upon a Change of Control. (a1) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require that the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") in whole or in part in integral multiples of $1,000, at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICEChange of Control Purchase Price") in cash in an amount equal to 101100% of the Compounded Value principal amount thereof, plus together with accrued and unpaid interestinterest and Liquidated Damages, if any, to the date of purchase date (subject the "Change of Control Purchase Date") pursuant to an offer (the right "Change of Holders on Control Offer") made in accordance with the relevant record date to receive interest due on procedures described below and the relevant Interest Payment Date). other procedures set forth in this Indenture.
(2) Within 10 Business Days 30 days following any Change of Control, the Company shall:
(i) send, shall send by first-class mail, with a copy postage prepaid, to the Trustee, Trustee and to each HolderHolder of Notes, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrarsecurity register, a notice stating:
, among other things, (1i) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
occurred, (2ii) the Change of Control Purchase Price and Price, (iii) the purchase dateChange of Control Purchase Date, which shall be, subject to any contrary requirements of applicable law, be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
, or such later date as is necessary to comply with requirements under the Exchange Act, (3iv) that any Note not tendered shall continue to accrue interest and to have all of the circumstances and relevant facts regarding benefits of this Indenture, (v) that, unless the Company defaults in the payment of the Change of Control (includingPurchase Price, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect any Notes accepted for payment pursuant to the Change of Control); and
Control Offer shall cease to accrue interest after the Change of Control Purchase Date, (4vi) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the procedures Notes, with the form entitled "Option of Noteholder to Elect Purchase" on the reverse of the Notes completed, to the Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date, (vii) that Holders must follow in order Noteholders shall be entitled to tender withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes (or portions thereof) delivered for paymentpurchase, and the procedures a statement that Holders must follow in order to withdraw an such Noteholder is withdrawing his election to tender have such Notes purchased, and (viii) that Noteholders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or portions an integral multiple thereof) for payment. The Company will shall comply, to the extent applicable, with the requirements of Section 14(e)-1 of Rule 13e-4 and 14e-1 under the Exchange Act and any other securities secu rities laws or and regulations thereunder to the extent such laws and regulations are applicable in connection con nection with the repurchase of the Notes pursuant to in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such complianceControl.
(b3) On the Change of Control Payment Purchase Date, the Company shall, to the extent lawful:
, (i) accept for payment all Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer;
, (ii) deposit with the Paying Agent Trustee an amount equal to the Change of Control Payment Purchase Price in respect of all Notes or portions of Notes properly tendered; and
thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers' Certificate stating setting forth the aggregate principal amount of Notes or portions of Notes being purchased by thereof ten dered to the Company.
(c) . The Paying Agent Trustee shall promptly mail to each Holder Noteholder of Notes properly tendered so accepted payment in an amount equal to the Change purchase price of Control Payment for such Notes, and the Trustee will shall promptly authenticate au thenticate and mail (or cause to be transferred by book-entry) to each Holder Noteholder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by on or as soon as practicable after the comparable provisions Change of the Senior Indenture have been purchased by the CompanyControl Payment Date.
Appears in 1 contract
Samples: Indenture (Mark Iv Industries Inc)
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs with respect to the Notes of a series, each Holder shall have unless the Company has exercised its right to require redeem the Notes of such series in full, as described under “Optional Redemption” above, the Company will make an offer to each holder of Notes of such series (the “Change of Control Offer”) to repurchase any and all or any part (equal to $1,000 2,000 or an integral multiple of $1,000) of such Holder's holder’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") of such series at a purchase repurchase price (the "CHANGE OF CONTROL PURCHASE PRICE") in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of the Notes of such series to be repurchased plus accrued and unpaid interest, if any, thereon, to the purchase date of repurchase (subject to the right “Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 10 Business Days 30 days following any Change of ControlControl Triggering Event with respect to the Notes of a series, the Company shall:
(i) send, by first-class mail, with a copy will be required to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, mail a notice stating:
(1) to holders of Notes of such series describing the transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes of such series on the date specified in the notice (the “Change of Control Payment Date”), which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier less than 30 days nor later and no more than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change procedures required by the Notes of Control); and
(4) the procedures that Holders must follow such series and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act Act, and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to of a series as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the covenant described hereunderNotes of a series, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder Change of Control repurchase provisions of the Notes by virtue of such compliance.
(b) conflicts. The Company will not be required to offer to repurchase the Notes of a series upon the occurrence of a Change of Control Triggering Event with respect to the Notes of such series if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases on the applicable date all Notes of such series properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes of such series and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes of such series unless the Company promptly makes an offer to repurchase the Notes of such series at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment DateDate for Notes of a series to be repurchased, the Company shallwill be required, to the extent lawful:
(i) , to: • accept or cause a third party to accept for payment all Notes of such series or portions of Notes of such series properly tendered pursuant to the Change of Control Offer;
(ii) ; • deposit or cause a third party to deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes of such series or portions of Notes of such series properly tendered; and
(iii) and • deliver or cause to be delivered to the Trustee the Notes of such series properly accepted accepted, together with an Officers' Certificate officer’s certificate stating the aggregate principal amount of Notes of such series or portions of Notes of such series being purchased by the Companypurchased.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Samples: Pricing Agreement (Aetna Inc /Pa/)
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have unless the Issuer has exercised its right to require redeem the Company Notes as described in Section 2.7 above, it will be required to make an offer to repurchase all all, or any part part, (equal to $1,000 2,000 or an integral a subsequent multiple of $1,000) of such each Holder's ’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER"“Change of Control Offer”) at a purchase price (on the "CHANGE OF CONTROL PURCHASE PRICE") terms set forth herein. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased (the “Change of Control Payment”), to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)purchase. Within 10 Business Days 30 days following any Change of ControlControl Triggering Event, the Company shall:
(i) send, by first-class mailIssuer will be required to deliver a notice to Holders of Notes, with a copy to the Trustee, to each Holder, at such Holder's address appearing in describing the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes on the date specified in the notice, which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed;
delivered (3) the circumstances and relevant facts regarding the “Change of Control (includingPayment Date”), if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change of Control); and
(4) the procedures that Holders must follow required herein and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, Issuer must comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 2.8, the Company Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder this Section 2.8 by virtue of such compliance.
(b) conflicts. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful, to:
(ia) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(iib) 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' ’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(c) Issuer. The Paying Agent shall will be required to promptly mail deliver to each Holder of Notes who properly tendered Notes the Change of Control Payment purchase price for such Notes, and the Trustee will be required to promptly authenticate and mail deliver (or cause to be transferred by book-entrydelivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 2,000 or an integral a subsequent multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may . The Issuer will not be purchased pursuant required to such make a Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the upon a Change of Control Offer required Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the comparable provisions of the Senior Indenture have been purchased by the CompanyIssuer and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Brookfield Asset Management Inc.)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall notify the Trustee in writing thereof and shall make an offer to repurchase purchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's the Notes pursuant to the offer then outstanding as described below (the "CHANGE OF CONTROL OFFERChange of Control Offer") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value thereof, aggregate principal amount thereof plus accrued and unpaid interest, if any, to the purchase date of repurchase (subject to the right "Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment DateControl Payment"). The Change of Control Offer shall be made in compliance with all applicable laws, including without limitation, Regulation 14E of the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof. Within 10 Business Days 30 days following any Change of Control, the Company shallshall commence the Change of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state that:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 10.15 4.14 and that all Notes timely tendered will be accepted for payment;,
(2ii) the Change of Control Purchase Price purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;mailed (the "Change of Control Payment Date"),
(3iii) the circumstances and relevant facts regarding that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest,
(includingiv) that, if applicableunless the Company defaults in the payment of the Change of Control Payment, information with respect to pro forma historical income, cash flow and capitalization after giving effect all Notes accepted for payment pursuant to the Change of Control); andControl Offer shall cease to accrue interest on the Change of Control Payment Date,
(4v) that any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date,
(vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Holdxx xxxivered for purchase, and a statement that such Holdxx is withdrawing his election to have such Notes purchased,
(vii) that a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof,
(viii) the procedures instructions that Holders must follow in order to tender their Notes (or portions thereof) for paymentNotes, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) 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
(iiiix) 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 purchased by the Company.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, circumstances 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to relevant facts regarding such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the CompanyControl.
Appears in 1 contract
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder the Issuers shall have offer to purchase all of the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the offer then outstanding as described below (the "CHANGE OF CONTROL OFFERChange of Control Offer") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to the purchase date of repurchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days following any Change of Control, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a "Change of Control has occurred and a Payment").
(b) The Change of Control Offer is being shall be made pursuant to Section 10.15 and that in compliance with all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase dateapplicable laws, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicablewithout limitation, information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of Regulation 14E under the Exchange Act and any the rules thereunder and all other applicable Federal and state securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offerlaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 4.14, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the covenant described hereunder this Section 4.14 by virtue of such compliancethereof.
(bc) Within 30 days following any Change of Control, the Issuers shall commence the Change of Control Offer by mailing to each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state:
(i) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment;
(ii) the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 45 days from the date such notice is mailed (the "Change of Control Payment Date");
(iii) that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest in accordance with the terms thereof;
(iv) that, 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 shall cease to accrue interest on the Change of Control Payment Date;
(v) that any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased;
(vii) that a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof;
(viii) the instructions that Holders must follow in order to tender their Notes; and
(ix) the circumstances and relevant facts regarding such Change of Control.
(d) On the Change of Control Payment Date, the Company Issuers shall, to the extent lawful:
, (i) accept for payment all the Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer;
, (ii) 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
thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted so accepted, together with an Officers' Certificate stating that the aggregate principal amount of Notes or portions of Notes being purchased by thereof tendered to the Company.
(c) Issuers are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes properly tendered so accepted payment in an amount equal to the Change of Control Payment purchase price for such Notes, and the Trustee will promptly shall authenticate and mail (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided , provided, that each such new Note will be in a the principal amount of $1,000 or an integral multiple of $1,000thereof.
(de) Notwithstanding The Issuers shall make a public announcement of the foregoing provisions results of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For the purposes of this Section 4.14, the Trustee shall act as the Paying Agent.
(f) The Issuers shall not be required by to make a Change of Control Offer upon a Change of Control if a third party makes the comparable provisions Change of Control Offer in the Senior Indenture have been purchased by manner, at the Companytimes and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Peninsula Gaming Corp)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder the Issuers shall have the right to require the Company offer to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's the Notes pursuant to the offer described below then outstanding (the "CHANGE OF CONTROL OFFERChange of Control Offer") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Liquidated Damages, if any, to the purchase date of repurchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days following any Change of Control, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a "Change of Control has occurred and a Payment"). The Change of Control Offer is being shall be made pursuant to Section 10.15 and that in compliance with all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase dateapplicable laws, which shall beincluding without limitation, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 Regulation 14E of the Exchange Act and any the rules thereunder and all other applicable Federal and state securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offerlaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 4.14, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the covenant described hereunder this Section 4.14 by virtue thereof. Within 30 days following any Change of such compliance.Control, the Issuers shall commence the Change of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state that:
(bi) the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment,
(ii) the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 45 days from the date such notice is mailed (the "Change of Control Payment Date"), ------------------------------
(iii) that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest,
(iv) that, 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 shall cease to accrue interest on the Change of Control Payment Date,
(v) that any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date,
(vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased,
(vii) that a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof,
(viii) the instructions that Holders must follow in order to tender their Notes, and
(ix) the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Company Issuers shall, to the extent lawful:
, (i) accept for payment all the Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer;
, (ii) 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
thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted so accepted, together with an Officers' Certificate stating that the aggregate principal amount of Notes or portions of Notes being purchased by thereof tendered to the Company.
(c) Issuers are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes properly tendered so accepted payment in an amount equal to the Change of Control Payment purchase price for such Notes, and the Trustee will promptly shall authenticate and mail (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, that each such new Note will be in a the principal amount of $1,000 or an integral multiple thereof. The Issuers shall make a public announcement of $1,000.
(d) Notwithstanding the foregoing provisions results of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by on or as soon as practicable after the comparable provisions Change of the Senior Indenture have been purchased by the Company.Control
Appears in 1 contract
Samples: Indenture (Majestic Star Casino LLC)
Repurchase Upon a Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs with respect to the Notes of a series, each Holder shall have unless the Company has exercised its right to require redeem the Notes of such series in full, as described under “Optional Redemption” above, the Company will make an offer to each holder of Notes of such series (the “Change of Control Offer”) to repurchase any and all or any part (equal to $1,000 2,000 or an integral multiple of $1,000) of such Holder's holder’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") of such series at a purchase repurchase price (the "CHANGE OF CONTROL PURCHASE PRICE") in cash equal to 101% of the Compounded Value thereof, aggregate principal amount of the Notes of such series to be repurchased plus accrued and unpaid interest, if any, thereon, to the purchase date of repurchase (subject to the right “Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 10 Business Days 30 days following any Change of ControlControl Triggering Event with respect to the Notes of a series, the Company shall:
(i) send, by first-class mail, with a copy will be required to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, mail a notice stating:
(1) to holders of Notes of such series describing the transaction or transactions that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) constitute the Change of Control Purchase Price Triggering Event and offering to repurchase the purchase dateNotes of such series on the date specified in the notice (the “Change of Control Payment Date”), which shall be, subject to any contrary requirements of applicable law, a Business Day date will be no earlier less than 30 days nor later and no more than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect pursuant to the Change procedures required by the Notes of Control); and
(4) the procedures that Holders must follow such series and described in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for paymentsuch notice. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e)-1 of Rule 14e-1 under the Exchange Act Act, and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to of a series as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the covenant described hereunderNotes of a series, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder Change of Control repurchase provisions of the Notes by virtue of such compliance.
(b) conflicts. The Company will not be required to offer to repurchase the Notes of a series upon the occurrence of a Change of Control Triggering Event with respect to the Notes of such series if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases on the applicable date all Notes of such series properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes of such series and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes of such series unless the Company promptly makes an offer to repurchase the Notes of such series at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment DateDate for Notes of a series to be repurchased, the Company shallwill be required, to the extent lawful:
(i) , to: · accept or cause a third party to accept for payment all Notes of such series or portions of Notes of such series properly tendered pursuant to the Change of Control Offer;
(ii) ; · deposit or cause a third party to deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes each Note of such series or portions of Notes of such series properly tendered; and
(iii) and · deliver or cause to be delivered to the Trustee the Notes of such series properly accepted accepted, together with an Officers' Certificate officer’s certificate stating the aggregate principal amount of Notes of such series or portions of Notes of such series being purchased by the Companypurchased.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Samples: Pricing Agreement (Aetna Inc /Pa/)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall notify the Trustee in writing thereof and shall make an offer to repurchase purchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's the Notes pursuant to the offer then outstanding as described below (the "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the Compounded Value thereof, aggregate principal amount thereof plus accrued and unpaid interest, if any, to the purchase date of repurchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date"CHANGE OF CONTROL PAYMENT"). Within 10 Business Days following any Change of Control, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a The Change of Control Offer is being shall be made pursuant to Section 10.15 and that in compliance with all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase dateapplicable laws, which shall beincluding without limitation, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 Regulation 14E of the Exchange Act and any all other applicable Federal and state securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offerlaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunderthis Section 4.14, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the covenant described hereunder this Section 4.14 by virtue thereof. Within 10 days following any Change of such compliance.Control, the Company shall commence the Change of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state that:
(bi) the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment, -36-
(ii) the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Change of Control Payment Date"),
(iii) any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest,
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date,
(v) any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date,
(vi) any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have such Notes purchased,
(vii) a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1 in principal amount or an integral multiple thereof,
(viii) the instructions that Holders must follow in order to tender their Notes, and
(ix) the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Company shall, to the extent lawful:
, (i) accept for payment all the Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer;
, (ii) 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
thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers' Certificate stating that the aggregate principal amount of Notes or portions of Notes being purchased by thereof tendered to the Company.
(c) Company are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes properly tendered so accepted payment in an amount equal to the Change of Control Payment purchase price for such Notes, and the Trustee will promptly shall 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 , PROVIDED, that each such new Note will be in a principal amount of $1,000 1 or an integral multiple thereof. The Company shall make a public announcement of $1,000.
(d) Notwithstanding the foregoing provisions results of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by on or as soon as practicable after the comparable provisions Change of Control Payment Date. For the Senior Indenture have been purchased by purposes of this Section 4.14, the CompanyTrustee shall act as the Paying Agent.
Appears in 1 contract
Samples: Indenture (Archibald Candy Corp)
Repurchase Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101100% of the Compounded Value principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 10 Business Days following any Change of Control, the Company shall:
(i) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note Register maintained in respect of the Notes by the Registrar, a notice stating:
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 10.15 and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3) the circumstances and relevant facts regarding the Change of Control (including, if applicable, information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) 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 purchased by the Company.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, 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 each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(d) Notwithstanding the foregoing provisions of this Section 10.15, no Notes may be purchased pursuant to such Change of Control Offer until all Senior Notes tendered (and not withdrawn) into the Change of Control Offer required by the comparable provisions of the Senior Indenture have been purchased by the Company.
Appears in 1 contract
Samples: Indenture (Arch Wireless Inc)
