Repurchase upon Change of Control Triggering Event Sample Clauses

Repurchase upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have exercised its right pursuant to Section 4.1 hereof to redeem the Notes, the Company shall make an offer to each Holder of the Notes to repurchase all or, at such Holder’s option, any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of such Holder’s Notes (the “Change of Control Offer”) for payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of purchase (the “Change of Control Payment”). (b) Within 30 days following any Change of Control Triggering Event with respect to the Notes or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction or transactions that constitutes or may constitute a Change of Control, the Company shall cause a notice to be mailed to Holders of the Notes, with a copy to the Trustee for the Notes, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Upon 10 Business Days’ advance notice to the Trustee, the Company may request the Trustee to mail the notice to Holders described in this Section 2.8(b) in the name of and at the expense of the Company. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 2.8, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.8 by virtue of such conflict. (d) On th...

Repurchase upon Change of Control Triggering Event. If a Change of Control Triggering Event (as defined below) occurs after the Distribution Date (as defined in the Indenture), unless the Company has exercised its right to redeem the Notes as described above, the Company will be required to make an offer to repurchase all or, at the Holder’s option, any part (equal to $2,000 or any multiple of $1,000 in excess thereof), of each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but not including, the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to Holders of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

Repurchase upon Change of Control Triggering Event. Upon a Change of Control Triggering Event, the Issuer will be required to offer to purchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase.

Repurchase upon Change of Control Triggering Event. If a Change of Control Triggering Event (as defined in the Form of Note) occurs, unless the Company has exercised its right to redeem the 2026 Notes in whole, it will be required to make an offer to repurchase all, or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), of each Holder’s 2026 Notes under the circumstances described and on the terms specified in the Form of Note attached hereto as Exhibit A under “Repurchase Upon Change of Control Triggering Event.”

Repurchase upon Change of Control Triggering Event. Upon the occurrence of any Change of Control Triggering Event, each Holder shall have the right to require the repurchase of its Notes by the Company in cash pursuant to the offer A-5 described in the Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Payment Date”). A notice of such Change of Control Triggering Event will be mailed within 30 days after any Change of Control Triggering Event occurs to each Holder at its last address as it appears in the Security Register. Notes in original denominations larger than $2,000 may be sold to the Company in part. On and after the Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the purchase price.

Repurchase upon Change of Control Triggering Event. If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its right to redeem the Notes as described above, the Company will be required to make an offer to repurchase all or, at the Holder’s option, any part (equal to $2,000 or any multiple of $1,000 in excess thereof), of each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but not including, the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to Holders of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

Repurchase upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, the Company must commence, within 30 days of the occurrence of a Change of Control Triggering Event, and consummate an Offer to Purchase for all Notes then outstanding, at a purchase price equal to 101% of the principal amount thereof, plus accrued interest (if any) to the Payment Date.

Repurchase upon Change of Control Triggering Event. If a Change of Control Triggering Event (as defined in Exhibit B) occurs, unless the Company has exercised its right to redeem the 2055 Notes in whole, it will be required to make an offer to each holder of such 2055 Notes to repurchase all, or any part (equal to a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of such holder’s 2055 Notes for a payment in cash equal to 101% of the aggregate principal amount of the 2055 Notes plus unpaid interest, if any, accrued to, but excluding, the date of repurchase, as described in the Form of Note attached hereto as Exhibit B under “Repurchase Upon Change of Control Triggering Event.”

Repurchase upon Change of Control Triggering Event. If a Change of Control Triggering Event occurs, the Company will be required to make an offer to repurchase all or, at the option of the Noteholder, any part (equal to $1,000 or an integral multiple thereof) of each Noteholder’s Existing MTNs pursuant to the offer described below (a “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer, in respect of each of the Existing MTNs, payment in cash equal to the greater of: (i) 101% of the aggregate principal amount of the particular Existing MTNs to be repurchased and (ii) the lesser of (A) the Average COC Market Price of the 2028 MTNs or 2034 MTNs, as applicable and (B) 101% of the Average Effective Date Market Price of the 2028 MTNs or 2034 MTNs, as applicable (recognizing, in each case the 2028 MTNs and the 2034 MTNs are likely to each have a different Average COC Market Price and Average Effective Date Market Price and thus may be repurchased at different prices) to be repurchased, together in each case with accrued and unpaid interest on such Existing MTNs to the date of purchase. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event. The Trustee may conclusively assume, in the absence of receiving written notice of same, that no Change in Control Triggering Event has occurred.

Repurchase upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, each Holder shall have the right to require the repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture, at a purchase price equal to 101% of (i) in the case of Discount Notes purchased prior to February 1, 2005, the Accreted Value thereof (determined at the date of purchase), (ii) in the case of Discount Notes purchased on or after February 1, 2005, the principal amount at maturity thereof, and (iii) in the case of the Cash Pay Notes, the principal amount thereof, in each case, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase (the "Change of Control Payment"). A notice of such Change of Control will be mailed within 30 days after any Change of Control Triggering Event occurs to the Holder of this Global Note and to each Holder of Definitive Registered Notes at such Holder's address as it appears in the Register. Sterling Notes in original denominations larger than (pound)1,000 and Dollar Notes in original denominations larger than $1,000 may be sold to the Company in part. On and after the Change of Control Payment Date, interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of Notes surrendered for purchase by the Company unless the Company defaults in the payment of the Change of Control Payment.