Repurchase upon Change of Control Triggering Event Sample Clauses

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. If a Change of Control Triggering Event (as defined below) occurs, unless we have exercised our right to redeem the 2024 Notes as described above, we will be required to make an offer to each holder 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 2024 Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the 2024 Notes. In the Change of Control Offer, we will be required to offer to repurchase each holder’s 2024 Notes in cash at a price equal to 101% of the aggregate principal amount of 2024 Notes repurchased, plus any accrued and unpaid interest on the 2024 Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or at our option, prior to any Change of Control, but after the public announcement of a pending Change of Control, the Company will be required to send to each holder of 2024 Notes, a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such 2024 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, we will be required, to the extent lawful, to: • accept for payment all 2024 Notes or portions of 2024 Notes properly tendered pursuant to the Change of Control Offer; • deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2024 Notes or portions of 2024 Notes properly tendered; and • deliver or cause to be delivered to the Trustee the 2024 Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of 2024 Notes or portions of 2024 Notes being purchased by us. The paying agent will be required to promptly mail, to each holder who properly tendered 2024 Notes, the Change of Control Payment for such 2024 Notes, and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book entry) to each such holder a ne...

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 2012 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 thereof), of each Holder’s 2012 Notes under the circumstances described and on the terms specified in the Form of Note attached hereto as Exhibit A under “Repurchase Upon Change to Control Triggering Event.”

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. 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. If a Change of Control Triggering Event (as defined in Exhibit A) occurs, unless the Company has exercised its right to redeem the 2035 Notes in whole, it will be required to make an offer to each holder of such 2035 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 2035 Notes for a payment in cash equal to 101% of the aggregate principal amount of the 2035 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 A under “Repurchase Upon Change of Control Triggering Event.”

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.

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.