Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in full, the Company shall offer (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes on the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information: (i) a Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; (ii) the repurchase price and the Change of Control Payment Date; (iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest; (iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date; (v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice 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) Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased; (vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and (viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control. (d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof. (e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law, (i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased. (f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 8 contracts
Samples: Thirteenth Supplemental Indenture (Navient Corp), Twelfth Supplemental Indenture (Navient Corp), Eleventh Supplemental Indenture (Navient Corp)
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, right to redeem the Senior Notes Securities as provided in fullSection 2 above, the Company shall make an offer (the “Change of Control Offer”) to each Securityholder to repurchase all or any and all of each Holder’s Senior Notes part (equal to $2,000 or an in integral multiple multiples of $1,000 above 1,000) of that amount) Securityholder’s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes Securities repurchased plus any accrued and unpaid interest, if any, to, but not including, interest on the Securities repurchased to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control Triggering Eventor, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the RegistrarSecurityholder, with a copy to the Trustee or otherwise in accordance with the procedures of DTCTrustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes Securities on the payment date specified in the notice, which date will be no less earlier than 30 days and no more later than 60 days from the date such notice is mailed. The notice shall, if mailed (prior to the “date of consummation of the Change of Control Payment Date”)Control, with state that the following information:
(i) a Change of Control Offer offer to purchase is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and conditioned on the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue occurring on or prior to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent date specified in the notice 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) Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption pricenotice. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), and any other securities laws and regulations thereunder thereunder, to the extent such those laws and regulations are applicable in connection with the repurchase of Senior Notes the notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental IndentureSection 3, the Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 2.9 of this Supplemental 3, or the Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the such conflict. The Company shall, to the extent permitted by law,
(i) accept or cause a third party to lawful: • on the Change of Control payment date, accept for payment all Senior Notes Securities or portions of Securities properly tendered pursuant to the aforementioned offer; • at any time on or prior to the Change of Control Offer;
(ii) deposit or cause a third party to payment date, deposit with the Paying Agent an amount equal to the Change of Control Payment aggregate purchase price in respect of all Senior Notes Securities or portions of Securities properly tendered; and
(iii) and • on the Change of Control payment date or the Business Day immediately following such date, deliver or cause to be delivered to the Trustee the Senior Notes Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes Securities being repurchased.
(f) purchased by the Company. The Paying Agent shall will promptly deliver mail to each Holder Securityholder of Senior Notes Securities properly tendered the Change purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Securityholder a new Security equal in principal amount to any unpurchased portion of Control Payment for such Senior Notesany Securities surrendered; provided, that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 above that amount. The Company shall publicly announce not be required to make an offer to repurchase the results of the Securities upon a Change of Control Offer on or as soon as practicable after if a third party makes such an offer in the Change of Control Payment Datemanner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer.
Appears in 5 contracts
Samples: Supplemental Indenture (Usg Corp), Supplemental Indenture (Usg Corp), Supplemental Indenture (Usg Corp)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company Issuers shall offer to repurchase all of the Notes then outstanding (the “"Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount") at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased thereof, plus accrued and unpaid interestinterest thereon and Liquidated Damages, if any, to, but not including, to the date of repurchase (the “"Change of Control Payment”"). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers 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 30 days following any Change of Control Triggering EventControl, the Company Issuers shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute commence the Change of Control Triggering Event Offer by mailing to the Trustee and offering to repurchase such Senior Notes on the date specified in the each Holder a notice, which date will be no less than 30 days and no more than 60 days from shall govern the date such notice is mailed (terms of the “Change of Control Payment Date”)Offer, with the following informationand shall state that:
(i) a the Change of Control Offer is being made pursuant to this Section 2.9 4.14 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;,
(ii) the repurchase 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 Senior Note not properly tendered will remain outstanding and for payment pursuant to the Change of Control Offer shall continue to accrue interest;,
(iv) that, unless the Company defaults Issuers default in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, on the Change of Control Payment Date;,
(v) Holders that any Holder electing to have any Senior Notes repurchased purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notes, in with the form set forth in Exhibit A entitled “"Option of Holder to Elect Purchase”, " on the reverse of such Senior the Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day Business Day preceding the Change of Control Payment Date;,
(vi) Holders will that any Holder shall be entitled to withdraw their tendered Senior Notes and their such election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of second Business Day preceding the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior Notes tendered such Holder delivered for repurchasepurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;purchased,
(vii) if such notice is mailed prior to the occurrence of that a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders Holder whose Senior Notes are being repurchased purchased only in part will shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof.,
(bviii) While the Senior 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 Issuers shall, to the extent lawful, (i) accept for payment the Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes or portions 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 thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted, together with an Officers' Certificate stating that the Notes or portions thereof tendered to the Issuers are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Trustee shall authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered, if any; provided, that each such new Note will be in the facilities principal amount of DTC$1,000 or an integral multiple thereof. The Issuers shall make a public announcement of the results of 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, Euroclear and Clearstream, subject to their rules and regulations.
(c) the Trustee shall act as the Paying Agent. The Company Issuers shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.14 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 3 contracts
Samples: Indenture (Majestic Star Casino LLC), Indenture (Majestic Investor Capital Corp), Indenture (Majestic Investor Capital Corp)
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Company Issuer has exercised its right, if any, right to redeem the Senior Notes Bonds as described above in fullCondition 6(b), it will be required to make an offer to repurchase all or, at the Company shall holder’s option, any part (equal to RMB1,000,000 or multiples of RMB100,000 in excess thereof), of each holder’s Bonds pursuant to the offer described below (the “Change of Control Offer”) ), provided that a holder may not exercise its option to require the Issuer to make an offer to repurchase the Bonds in part if it would result in the principal amount of any and all unpurchased portion of each Holder’s Senior Notes (equal the Bonds held by such holder to $2,000 or an integral multiple be less than RMB1,000,000. In the Change of $1,000 above that amount) at a repurchase price Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Senior Notes Bonds repurchased plus accrued and unpaid interest, if any, on the Bonds repurchased to, but not including, the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company shall Issuer will be required to mail a give notice to each Holder holders of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTCBonds, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes the Bonds on the date specified in the notice, which date will be no less earlier than 30 days and no more later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 2.9 the procedures required by the Bonds and that all Senior Notes properly tendered pursuant to described in such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and notice. On the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer Issuer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completedrequired, to the Paying Agent specified in the notice 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;extent lawful, to:
(vii) Holders will be entitled to withdraw their accept for payment all Bonds properly tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer; and
(ii) deposit with the relevant Agents an amount equal to the Change of Control Payment in respect of all Bonds properly tendered; The relevant Agents will be required to promptly mail, to each holder who properly tendered the Bonds, the purchase price for such Bonds properly tendered, and the Fiscal Agent will be required to promptly authenticate and mail (or cause to be transferred by book-entry) to each such holder a Holder may exercise its option new Bond equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through the facilities Bonds surrendered, if any; provided that each new Bond will be in a principal amount of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) RMB1,000,000 or a multiple of RMB100,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer for an offer made by the Company Issuer and the such third party repurchases on the applicable date purchases all Senior Notes Bonds properly tendered and not withdrawn under such Change of Control Offer, provided its offer. In the event that a failure by such third party terminates or defaults its offer, the Issuer will be required to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, make a Change of Control Offer may be made in advance treating the date of a such termination or default as though it were the date of the Change of Control, conditional upon such Change of Control.
(d) . The Company shall Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act (as defined in Condition 4(c)), to the extent applicable, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of Senior Notes the Bonds as a result of a Change of Control Triggering EventControl. To the extent that the provisions provision of any such securities laws or regulations conflict conflicts with the Change of Control repurchase Offer provisions of this Supplemental Indenturethe Bonds, the Company shall Issuer will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after provisions of the Bonds by virtue of any such conflict. A tender agent may be appointed to assist with the Repurchase Upon Change of Control Payment Date.when it happens. The Fiscal Agent may act as the tender agent. In this Condition 6(c):
Appears in 2 contracts
Samples: Fiscal Agency Agreement, Fiscal Agency Agreement (21Vianet Group, Inc.)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company Issuer shall offer to repurchase all of the Notes then outstanding (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (at a purchase price equal to $2,000 or an integral multiple of $1,000 above that amountone hundred one percent (101%) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased thereof, plus accrued and unpaid interest, if any, to, but not including, interest thereon to the date of repurchase repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”), provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to repurchase any Notes pursuant to this Section 4.09 in the event that the Issuer has previously or concurrently exercised its right to redeem such Notes in accordance with Section 3.07 of this Indenture. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue thereof. Within 30 thirty (30) days following any Change of Control Triggering EventControl, the Company Issuer shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute commence the Change of Control Triggering Event Offer by mailing by first class, postage prepaid, with return receipt or electronically to the Trustee and offering to repurchase such Senior Notes on the date specified in the each Holder a notice, which date shall govern the terms of the Change of Control Offer, and shall state that:
(a) the Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes tendered will be accepted for payment,
(b) the purchase price and the purchase date, which shall be a Business Day no less earlier than 30 thirty (30) days and no more nor later than 60 (forty-five) 45 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:,
(ic) a that any Note not tendered for payment pursuant to the Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and shall continue to accrue interest;,
(ivd) that, unless the Company Issuer defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, on the Change of Control Payment Date;,
(ve) Holders that any Holder electing to have any Senior Notes repurchased purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notes, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior the Notes completed, or transfer by book-entry transfer, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day Business Day preceding the Change of Control Payment Date;,
(vif) Holders will that any Holder shall be entitled to withdraw their tendered Senior Notes and their such election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of second Business Day preceding the Change of Control Offer periodPayment Date, a telegram, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior Notes tendered such Xxxxxx delivered for repurchase, purchase and a statement that such Holder Xxxxxx is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;purchased,
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viiig) that Holders a Holder whose Senior Notes are being repurchased purchased only in part will shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an 1.00 and any integral multiple of $1,000 1.00 in excess thereof.,
(bh) While the Senior instructions that Holders must follow in order to tender their Notes, and
(i) the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Issuer shall, to the extent lawful, (i) accept for payment the Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes or portions 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 thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted, together with an Officers’ Certificate stating that the Notes or portions thereof tendered to the Issuer are accepted for payment. The Paying Agent shall promptly deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Trustee shall authenticate upon receipt of an Authentication Order and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered, if any; provided that, each such new Note will be in the facilities principal amount of DTC$1.00 and any integral multiple of $1.00 in excess thereof. The Issuer shall announce to the Holders the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For the purposes of this Section 4.09, Euroclear and Clearstream, subject to their rules and regulations.
(c) the Trustee shall act as the Paying Agent. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.09 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control.
(d) 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 , if a definitive agreement is in connection with the repurchase of Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with place for the Change of Control repurchase provisions of this Supplemental Indenture, at the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of time the Change of Control Offer on or as soon as practicable after the Change of Control Payment Dateis made.
Appears in 2 contracts
Samples: Indenture Agreement (Centrus Energy Corp), Indenture Agreement (United States Enrichment Corp)
Repurchase upon Change of Control. (a) If Upon the occurrence --------------------------------- of a Change of Control Triggering Event occursControl, unless each Holder shall have the Company has exercised its right, if any, right to redeem require the Senior Notes in full, repurchase of such Holder's Securities pursuant to the Company shall offer described below (the “"Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount") at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes Securities to be repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, to, but not including, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 days Immediately following any Change of Control Triggering EventControl, the Company Xxxx XX shall be required to mail a notice to the Trustee and to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes on the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationstating:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.11 and that all Senior Notes properly Securities tendered pursuant to such Change of Control Offer will be accepted for payment;
; (ii2) the repurchase purchase price and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Change of Control Payment Date;
"); (iii3) that any Senior Note Security not properly tendered will remain outstanding and continue to accrue interest;
; (iv4) that, unless the Company Xxxx XX defaults in the payment of the Change of Control Paymentthereof, all Senior Notes Securities accepted for payment pursuant to the Change of Control Offer will offer shall cease to accrue interest onand Liquidated Damages, but not includingif any, on and after the Change of Control Payment Date;
; (v5) that Holders electing to have any Senior Notes repurchased Securities purchased pursuant to a Change of Control Offer offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder Securities to Elect Purchase”, on the reverse of such Senior Notes completed, be purchased to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day Business Day preceding the Change of Control Payment Date;
; (vi6) that Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting terms and conditions set forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, in such notice; and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii7) that Holders whose Senior Notes Securities are being repurchased purchased only in part will be issued new Senior Notes Securities equal in principal amount to the unpurchased portion of the Senior Notes Securities surrendered, which unpurchased ; provided that the portion must of each Security purchased and each such new Security issued shall be equal to $2,000 in a principal amount or an integral multiple of $1,000 in excess or integral multiples thereof.
. On the Change of Control Payment Date, Xxxx XX shall (b1) While the Senior Notes are in global form and the Company makes an offer to repurchase accept for payment all of the Senior Notes Securities or portions thereof tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so tendered and not withdrawn, and (3) deliver or cause to be delivered to the Trustee all Securities so tendered and not withdrawn together with an Officers' Certificate specifying the Securities or portions thereof tendered to Xxxx XX. The Paying Agent shall promptly mail to each Holder of Securities so tendered and not withdrawn, payment in an amount equal to the purchase price for such Securities, and the Trustee shall promptly authenticate and mail to such Holder a Holder may exercise its option new Security equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through Securities surrendered. Xxxx XX will publicly announce the facilities results of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated or as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days soon as practicable after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall Xxxx XX will 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 Senior Notes Securities triggered by a Change of Control.
A " Change of Control" shall be deemed to have occurred at such time as either of the following events shall occur:
(i) there is consummated any consolidation or merger of Xxxx XX (A) in which Xxxx XX is not the continuing or surviving corporation or (B) pursuant to which the Common Stock of Xxxx XX would be converted into cash, securities or other property, in each case other than a consolidation or merger of Xxxx XX in which the holders of the Common Stock outstanding immediately prior to the consolidation or merger hold, directly or indirectly, at least a majority of the common stock of the continuing or surviving corporation immediately after such consolidation or merger or the majority of the members of the board of directors of the surviving entity immediately after such consolidation or merger are Continuing Directors; or
(ii) there is filed a report on Schedule 13D or 14D-1 (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that any person (defined, solely for the purposes of this Section 4.11, as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision to either of the foregoing) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 50% or more of the combined voting power of all the Company's then outstanding securities entitled to vote generally for the election of directors; provided, however, that a person shall not be deemed to be the beneficial owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person's Affiliates or associates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (1) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (2) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act. Notwithstanding anything to the contrary set forth in this Section 4.11, a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations occurred under Section 2.9 clause (ii) of this Supplemental Indenture the immediately preceding paragraph solely by virtue of Xxxx XX, any Subsidiary thereof.
(e) On the Change , any employee stock ownership plan or any other employee benefit plan of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept Xxxx XX or cause a third party to accept any such Subsidiary or any other person holding securities of Xxxx XX for payment all Senior Notes properly tendered or pursuant to the Change terms of Control Offer;
any such employee benefit plan, filing or becoming obligated to file a report under or in response to Schedule 13D or Schedule 14D-1 (iior any successor schedule, form or report) deposit or cause a third party to deposit with under the Paying Agent an amount equal to the Change Exchange Act, disclosing beneficial ownership by it of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results securities of the Change Company, whether in excess of Control Offer on 50% of the combined voting power of the Company's then outstanding securities entitled to vote generally for the election of directors or as soon as practicable after the Change of Control Payment Dateotherwise.
Appears in 2 contracts
Samples: Indenture (Mark Iv Industries Inc), Indenture (Mark Iv Industries Inc)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require that the Company has exercised its right, if any, purchase all or a portion (in integral multiples of $1,000) of such Holder's Notes using immediately available funds pursuant to redeem the Senior Notes in full, the Company shall offer described below (the “"Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) "), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase. Neither the Board of Directors of the Company nor the Trustee may waive this Section 4.25 to offer to purchase the Notes upon the occurrence of a Change of Control.
(b) Within thirty (30) days following the “date upon which the Change of Control Payment”). Within 30 days following any Change of Control Triggering Eventoccurred, the Company shall be required to mail send, by first class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.25 and that that, to the extent lawful, all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interest;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “"Option of Holder to Elect Purchase”, " on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Company shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the facilities Company to the Holders thereof. For purposes of DTCthis Section 4.25, Euroclear and Clearstream, subject the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to their rules and regulations.
(c) a Change of Control Offer shall be returned by the Trustee to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company's obligation to offer to purchase the Notes pursuant to this Section 4.25. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in of this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.25 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of under this Supplemental IndentureSection 4.25, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 2.9 of this Supplemental Indenture 4.25 by virtue thereof.
(e) On . Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause . If only a third party to accept for payment all Senior Notes properly tendered portion of a Note is purchased pursuant to the a Change of Control Offer;
(ii) deposit or cause , a third party to deposit with the Paying Agent an new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and cannot be reissued. Notwithstanding the foregoing, if the Company believes that a Change of Control will occur in connection with a merger described under clause (10) of clause (b) of Section 4.09, then the Company may, in lieu of the foregoing, consummate a Change of Control Offer pursuant to the foregoing terms; provided, however, that the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to Date shall instead be delivered to on the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the date on which such Change of Control Payment for such Senior Notes. The Company shall publicly announce the results is scheduled to occur and written notice of the Change of Control Offer is made no sooner than 60 days prior to and no later than 30 days prior to the date that such Change of Control is scheduled to occur; provided further, however, that (i) the Company may, on or as soon as practicable after at least ten Business Days' written notice (which extension notice may only be given once), extend the Change of Control Payment Date.Date to a date not in excess of 30 days following the original date on which such Change of Control is scheduled to occur; (ii) the Company may, on at least five Business Days' written notice, rescind such Change of Control Offer and (iii) any Holder that properly tendered all or any portion of its Note(s) in connection with such Change of Control Offer may withdraw all or any portion of such Note(s) no later than one Business Day preceding the Change of Control Payment Date then in effect. The Company will 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 4.25 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. ARTICLE FIVE
Appears in 2 contracts
Samples: Indenture (Viskase Companies Inc), Indenture (Viskase Companies Inc)
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Company Issuer has exercised its right, if any, right to redeem the Senior Notes Bonds as described above in fullCondition 6(b), it will be required to make an offer to repurchase all or, at the Company shall holder’s option, any part (equal to RMB1,000,000 or multiples of RMB100,000 in excess thereof), of each holder’s Bonds pursuant to the offer described below (the “Change of Control Offer”) ), provided that a holder may not exercise its option to require the Issuer to make an offer to repurchase the Bonds in part if it would result in the principal amount of any and all unpurchased portion of each Holder’s Senior Notes (equal the Bonds held by such holder to $2,000 or an integral multiple be less than RMB1,000,000. In the Change of $1,000 above that amount) at a repurchase price Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Senior Notes Bonds repurchased plus accrued and unpaid interest, if any, on the Bonds repurchased to, but not including, the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company shall Issuer will be required to mail a give notice to each Holder holders of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTCBonds, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes the Bonds on the date specified in the notice, which date will be no less earlier than 30 days and no more later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 2.9 the procedures required by the Bonds and that all Senior Notes properly tendered pursuant to described in such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and notice. On the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer Issuer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completedrequired, to the Paying Agent specified in the notice 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;extent lawful, to:
(via) Holders will be entitled to withdraw their accept for payment all Bonds properly tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer; and
(b) deposit with the relevant Agents an amount equal to the Change of Control Payment in respect of all Bonds properly tendered; The relevant Agents will be required to promptly mail, to each holder who properly tendered the Bonds, the purchase price for such Bonds properly tendered, and the Fiscal Agent will be required to promptly authenticate and mail (or cause to be transferred by book-entry) to each such holder a Holder may exercise its option new Bond equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through the facilities Bonds surrendered, if any: provided that each new Bond will be in a principal amount of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) RMB1,000,000 or a multiple of RMB100,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer for an offer made by the Company Issuer and the such third party repurchases on the applicable date purchases all Senior Notes Bonds properly tendered and not withdrawn under such Change of Control Offer, provided its offer. In the event that a failure by such third party terminates or defaults its offer, the Issuer will be required to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, make a Change of Control Offer may be made in advance treating the date of a such termination or default as though it were the date of the Change of Control, conditional upon such Change of Control.
(d) . The Company shall Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act (as defined in Condition 4 (c)), to the extent applicable, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of Senior Notes the Bonds as a result of a Change of Control Triggering EventControl. To the extent that the provisions provision of any such securities laws or regulations conflict conflicts with the Change of Control repurchase Offer provisions of this Supplemental Indenturethe Bonds, the Company shall Issuer will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after provisions of the Bonds by virtue of any such conflict. A tender agent may be appointed to assist with the Repurchase Upon Change of Control Payment Date.when it happens. The Fiscal Agent may act as the tender agent. In this Condition 6(c):
Appears in 2 contracts
Samples: Fiscal Agency Agreement, Fiscal Agency Agreement (21Vianet Group, Inc.)
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in full, the Company shall offer (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes on the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice 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) Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(g) If Holders of not less than 90% in aggregate principal amount of the outstanding Senior Notes validly tender and do not withdraw such Senior Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company in accordance with this Section 2.9, purchases all of the Senior Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Senior Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the applicable Change of Control Payment in respect of the Second Change of Control Payment Date.
Appears in 2 contracts
Samples: Fifteenth Supplemental Indenture (Navient Corp), Supplemental Indenture (Navient Corp)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company Issuers shall offer to repurchase all of the Notes then outstanding (the “"Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount") at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased thereof, plus accrued and unpaid interestinterest thereon and Liquidated Damages, if any, to, but not including, to the date of repurchase (the “"Change of Control Payment”"). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers 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 30 days following any Change of Control Triggering EventControl, the Company Issuers shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute commence the Change of Control Triggering Event Offer by mailing to the Trustee and offering to repurchase such Senior Notes on the date specified in the each Holder a notice, which date will be no less than 30 days and no more than 60 days from shall govern the date such notice is mailed (terms of the “Change of Control Payment Date”)Offer, with the following informationand shall state that:
(i) a the Change of Control Offer is being made pursuant to this Section 2.9 4.14 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;,
(ii) the repurchase 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 Senior Note not properly tendered will remain outstanding and for payment pursuant to the Change of Control Offer shall continue to accrue interest;,
(iv) that, unless the Company defaults Issuers default in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, on the Change of Control Payment Date;,
(v) Holders that any Holder electing to have any Senior Notes repurchased purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notes, in with the form set forth in Exhibit A entitled “"Option of Holder to Elect Purchase”, " on the reverse of such Senior the Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day Business Day preceding the Change of Control Payment Date;,
(vi) Holders will that any Holder shall be entitled to withdraw their tendered Senior Notes and their such election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of second Business Day preceding the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior Notes tendered such Holder delivered for repurchasepurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;purchased,
(vii) if such notice is mailed prior to the occurrence of that a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders Holder whose Senior Notes are being repurchased purchased only in part will shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof.,
(bviii) While the Senior 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 Issuers shall, to the extent lawful, (i) accept for payment the Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes or portions 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 thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted, together with an Officers' Certificate stating that the Notes or portions thereof tendered to the Issuers are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Trustee shall authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered, if any; provided that, each such new Note will be in the facilities principal amount of DTC$1,000 or an integral multiple thereof. The Issuers shall make a public announcement of the results of 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, Euroclear and Clearstream, subject to their rules and regulations.
(c) the Trustee shall act as the Paying Agent. The Company Issuers shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.14 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 2 contracts
Samples: Indenture (Majestic Star Casino LLC), Indenture (Majestic Star Casino LLC)
Repurchase upon Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs, unless the Company has exercised its right, if any, right to redeem the Senior Notes in fullNotes, the Company shall will make an offer (the “Change to each holder of Control Offer”) Notes to repurchase all or any and all of each Holder’s Senior Notes part (equal to $2,000 or an in integral multiple multiples of $1,000 above 1,000) of that amount) holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest, if any, to, but not including, interest on the Notes repurchased to the date of repurchase (the “Change of Control Payment”)repurchase. Within 30 days following any Change of Control Triggering EventRepurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall be required to will mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrarholder, with a copy to the Trustee or otherwise in accordance with the procedures of DTCTrustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase such Senior Notes on the payment date specified in the notice, which date will be no less earlier than 30 days and no more later than 60 days from the date such notice is mailed. The notice shall, if mailed (prior to the “date of consummation of the Change of Control Payment Date”)Control, with state that the following information:
(i) a Change of Control Offer offer to repurchase is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and conditioned on the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue Repurchase Event occurring on or prior to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent date specified in the notice 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) Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofnotice.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder thereunder, to the extent such those laws and regulations are applicable in connection with the repurchase of Senior the Notes as a result of a Change of Control Triggering Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase Repurchase Event provisions of this Supplemental Indenturethe Notes, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under Section 2.9 the Change of this Supplemental Indenture Control Repurchase Event provisions of the Notes by virtue thereofof such conflict.
(ec) On the Change of Control Payment DateRepurchase Event payment date, the Company shallwill, to the extent permitted by law,lawful:
(i) accept or cause a third party to accept for payment all Senior Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control OfferCompany’s 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 aggregate repurchase price in respect of all Senior Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Senior Notes being repurchasedpurchased by the Company.
(fd) The Paying Agent shall paying agent will promptly deliver mail to each Holder holder of Senior Notes properly tendered the repurchase price for the 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 any Notes surrendered; provided, that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.
(e) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Payment Repurchase 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 such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Datethird party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Corn Products International Inc), Supplemental Indenture (Corn Products International Inc)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the Company has exercised its right, if any, right to redeem require the Senior repurchase of all or any part of such Holder's Notes in full, pursuant to the Company shall offer described below (the “"Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount") at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, to, but not including, to the date of repurchase purchase (the “"Change of Control Payment”"). Within 30 days Immediately following any Change of Control Triggering EventControl, the Company shall be is required to mail a notice to the Trustee and to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes on the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:
stating: (i) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.11 of this Indenture and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
; (ii) the repurchase price and amount of the Change of Control Payment and the purchase date (the "Change of Control Payment Date;
"), which may not be earlier than 30 days nor later than 60 days from the date such notice is mailed; (iii) that any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
; (iv) that, unless the Company defaults in the payment of the Change of Control Paymentthereof, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, on and after the Change of Control Payment Date;
; (v) that Holders electing to have any Senior Notes repurchased purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder Notes to Elect Purchase”, on the reverse of such Senior Notes completed, be purchased to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day Business Day preceding the Change of Control Payment Date;
; (vi) that Holders will be entitled to withdraw their Notes they have tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting terms and conditions set forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, in such notice; and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased purchased only in part will be issued new Senior Notes (or book-entry notation made with respect thereto) equal in principal amount to the unpurchased portion of the Senior Notes surrenderedtendered; provided that the portion of each Note purchased and each such new Note issued (or book-entry notation, which unpurchased portion must if applicable) shall be equal to $2,000 in a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shallwill, to the extent permitted by law,
lawful: (i) accept or cause a third party to accept for payment all Senior Notes properly or portions thereof tendered pursuant to the Change of Control Offer;
Offer and not withdrawn; (ii) deposit or cause a third party to deposit with the Paying Agent an amount equal sufficient to pay the Change of Control Payment in respect of all Senior Notes properly tenderedor portions thereof so tendered and not withdrawn; and
and (iii) deliver or cause to be delivered to the Trustee the Senior all Notes properly accepted, so tendered and not withdrawn together with an Officers’ ' Certificate stating specifying the principal amount of Senior Notes being repurchased.
(f) or portions thereof tendered to the Company. The Paying Agent shall will promptly deliver mail to each Holder of Senior Notes so tendered and not withdrawn the Change of Control Payment for in respect of such Senior Notes, and the Trustee will promptly authenticate and mail to such Holder a new Note (or cause to be transferred by book entry) equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. A "Change of Control" will be deemed to have occurred at such time as any of the following events occur:
(i) there is consummated any consolidation or merger of the Company with or into another corporation, or all or substantially all of the assets of the Company are sold, leased or otherwise transferred or conveyed to another Person (other than pursuant to a bona fide pledge of assets to secure Indebtedness made in accordance with this Indenture), and the holders of the Company's common stock outstanding immediately prior to such consolidation, merger, sale, lease or other transfer or conveyance or one or more Exempt Persons do not hold, directly or indirectly, at least a majority of the common stock of the continuing or surviving corporation immediately after such consolidation or merger or at least a majority of the Equity Interests of such Person;
(ii) there is filed a report on Schedule 13D or 14D-1 (or any successor schedule, form or report) pursuant to the Exchange Act disclosing that any person (defined, solely for the purposes of the Change of Control provision, as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision to either of the foregoing) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 50% or more of the combined voting power of all the Company's then outstanding securities entitled to vote generally for the election of directors; provided, however, that a person shall not be deemed to be the beneficial owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person's Affiliates or associates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (1) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (2) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act; or
(iii) during any consecutive two-year period, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of 66 2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred under clause (ii) of the immediately preceding paragraph solely by virtue of the Company, any Subsidiary of the Company, any employee stock ownership plan or any other employee benefit plan of the Company or any such Subsidiary, any other Person holding securities of the Company for or pursuant to the terms of any such employee benefit plan, or any Exempt Person, filing or becoming obligated to file a report on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report) under the Exchange Act disclosing beneficial ownership by it of securities of the Company, whether in excess of 50% of the combined voting power of the Company's then outstanding securities entitled to vote generally for the election of directors or otherwise.
Appears in 1 contract
Samples: Indenture (Nortek Inc)
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in full, the Company shall offer (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes on the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice 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) Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver mail to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the Company has exercised its right, if any, right to redeem require that the Senior Issuer purchase all or a portion (in integral multiples of $1,000) of such Holder’s Notes in full, using immediately available funds pursuant to the Company shall offer described below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, toand Additional Amounts, but not includingif any, to the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail a notice Issuer must send, by registered first-class mail, an offer to each Holder of the Senior Notes to the address of such Holder appearing in the RegistrarHolder, with a copy to the Trustee or otherwise in accordance with Trustee, which offer shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.10 and that that, to the extent lawful, all Senior Notes properly validly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase price purchase date (including the amount of accrued interest and Additional Interest, if any), which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”).
(3) that any Note not tendered shall continue to accrue interest and Additional Interest, if applicable;
(iii4) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) that, unless the Company defaults Issuer default in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest onand Additional Interest, but not includingif applicable, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice paying agent at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of the Notes surrendered; provided that each Note purchased and each new note issued shall be in an original principal amount of $1,000 or integral multiples thereof, and such new Notes will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made); and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Issuer shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Issuer shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, a Holder may exercise its option (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to elect pay the purchase price plus accrued interest and Additional Interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. The Paying Agent shall promptly mail to the Holders so tendered the purchase price for such Notes and the repurchase of Issuer shall promptly issue and the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
Trustee shall promptly (cbut in any case not later than five (5) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes days after the Change of Control Offer Payment Date) 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 mannerNotes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Issuer to the Holders thereof. For purposes of this Section 4.10, at the times and otherwise in compliance with Trustee shall act as the requirements set forth in this Supplemental Indenture applicable Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer made shall be returned by the Company and Trustee to the third party repurchases on Issuer. Neither the applicable date all Senior Notes properly tendered and not withdrawn under such Change Board of Control Offer, provided that a failure by such third party to comply with Directors of the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by Issuer nor the Company to comply with its obligations Trustee may waive the Issuer’s obligation to offer to repurchase purchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under this Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price4.10. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall Issuer will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of Section 4.10 of this Supplemental Indenture, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of Section 2.9 4.10 of this Supplemental Indenture by virtue thereof.
(e) On the . The Issuer will not be required to make a Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause Offer upon a Change of Control if a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of makes the Change of Control Offer on or as soon as practicable after in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Payment DateOffer made by the Issuer and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Edgen Murray PLC)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company shall make an offer to purchase all or a portion (in integral multiples of £1,000; provided no Notes of less than £50,000 may remain outstanding thereafter) of each Holder's outstanding Notes pursuant to the requirements described in clause (b) below (the “"Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount") at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase.
(b) Within thirty (30) days following the “date upon which the Change of Control Payment”). Within 30 days following any Change of Control Triggering Eventoccurred, the Company shall be required to mail send, by registered first class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.19 and that that, to the extent lawful, all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interestinterest and Additional Interest, if applicable;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest oninterest, but not includingand Additional Interest, if applicable, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “"Option of Holder to Elect Purchase”, " on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice that a Holder whose Note is mailed prior purchased only in part shall be issued a new Note in a principal amount equal to unpurchased portion of the original Note upon cancellation of the original Note (or appropriate adjustments to the occurrence amount and beneficial interests in a Global Note will be made); provided that each such new Note will be in a principal amount of a £50,000 or £1,000 integral multiples in excess thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Common Depository applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Company shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.K. Legal Tender sufficient to pay the purchase price plus accrued interest and Additional Interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note in a principal amount equal to elect for the repurchase unpurchased portion of the Senior Notes through surrendered; provided that each such new Note will be in a principal amount of £50,000 or £1,000 integral multiples in excess thereof. Any Notes not so accepted shall be promptly mailed by the facilities Company to the Holders thereof. For purposes of DTCthis Section 4.19, Euroclear and Clearstream, subject the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to their rules and regulations.
(c) a Change of Control Offer shall be returned by the Trustee to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company's obligation to offer to purchase the Notes pursuant to this Section 4.19. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in of this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.19 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental IndentureSection 4.19, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 2.9 of this Supplemental Indenture 4.19 by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require that the Company has exercised its right, if any, purchase all or a portion of such Holder's Notes using immediately available funds pursuant to redeem the Senior Notes requirements described in full, the Company shall offer clause (b) below (the “"Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) "), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of such Holder's tendered Notes on the Senior Notes repurchased date of purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase.
(b) Within thirty (30) days following the “date upon which the Change of Control Payment”). Within 30 days following any Change of Control Triggering Eventoccurred, the Company shall be required to mail send, by registered first class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.19 and that that, to the extent lawful, all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest and Additional Interest, if any) and the purchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interestinterest and Additional Interest, if applicable;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest onand Additional Interest, but not includingif applicable, after the Change of Control Payment Date;
(v5) Holders that any Holder electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesits Note, in with the form set forth in Exhibit A entitled “"Option of Holder to Elect Purchase”, " on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Company shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest and Additional Interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the facilities Company to the Holders thereof. For purposes of DTCthis Section 4.19, Euroclear and Clearstream, subject the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to their rules and regulations.
(c) a Change of Control Offer shall be returned by the Trustee to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company's obligation to offer to purchase the Notes pursuant to this Section 4.19. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in of this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.19 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of under this Supplemental IndentureSection 4.19, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.9 of this Supplemental Indenture 4.19 by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (Hawk Corp)
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in full, the Company shall offer (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes on the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice 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;; Table of Contents
(vi) Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Company Issuer has exercised its right, if any, right to redeem the Senior Notes Bonds as described above in fullCondition 6(b), it will be required to make an offer to repurchase all or, at the Company shall holder’s option, any part (equal to RMB1,000,000 or multiples of RMB100,000 in excess thereof), of each holder’s Bonds pursuant to the offer described below (the “Change of Control Offer”) ), provided that a holder may not exercise its option to require the Issuer to make an offer to repurchase the Bonds in part if it would result in the principal amount of any and all unpurchased portion of each Holder’s Senior Notes (equal the Bonds held by such holder to $2,000 or an integral multiple be less than RMB1,000,000. In the Change of $1,000 above that amount) at a repurchase price Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Senior Notes Bonds repurchased plus accrued and unpaid interest, if any, on the Bonds repurchased to, but not including, the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company shall Issuer will be required to mail a give notice to each Holder holders of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTCBonds, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes the Bonds on the date specified in the notice, which date will be no less earlier than 30 days and no more later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 2.9 the procedures required by the Bonds and that all Senior Notes properly tendered pursuant to described in such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and notice. Annex I - 8 For reference purposes only On the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer Issuer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completedrequired, to the Paying Agent specified in the notice 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;extent lawful, to:
(vii) Holders will be entitled to withdraw their accept for payment all Bonds properly tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer; and
(ii) deposit with the relevant Agents an amount equal to the Change of Control Payment in respect of all Bonds properly tendered; The relevant Agents will be required to promptly mail, to each holder who properly tendered the Bonds, the purchase price for such Bonds properly tendered, and the Fiscal Agent will be required to promptly authenticate and mail (or cause to be transferred by book-entry) to each such holder a Holder may exercise its option new Bond equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through the facilities Bonds surrendered, if any; provided that each new Bond will be in a principal amount of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) RMB1,000,000 or a multiple of RMB100,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer for an offer made by the Company Issuer and the such third party repurchases on the applicable date purchases all Senior Notes Bonds properly tendered and not withdrawn under such Change of Control Offer, provided its offer. In the event that a failure by such third party terminates or defaults its offer, the Issuer will be required to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, make a Change of Control Offer may be made in advance treating the date of a such termination or default as though it were the date of the Change of Control, conditional upon such Change of Control.
(d) . The Company shall Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act (as defined in Condition 4(c)), to the extent applicable, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of Senior Notes the Bonds as a result of a Change of Control Triggering EventControl. To the extent that the provisions provision of any such securities laws or regulations conflict conflicts with the Change of Control repurchase Offer provisions of this Supplemental Indenturethe Bonds, the Company shall Issuer will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after provisions of the Bonds by virtue of any such conflict. A tender agent may be appointed to assist with the Repurchase Upon Change of Control Payment Date.when it happens. The Fiscal Agent may act as the tender agent. In this Condition 6(c):
Appears in 1 contract
Samples: Supplemental Fiscal Agency Agreement
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require that the Company has exercised its right, if any, to redeem the Senior Notes in full, the Company shall offer (the “Change of Control Offer”) to repurchase any and purchase all of each Holder’s Senior Notes or a portion (equal to a minimum of $2,000 or an integral multiple of $1,000 above that amountin excess thereof) of such Holder’s Notes using immediately available funds pursuant to the offer described below (the “Change of Control Offer”), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interest, if any, to, but not includingexcluding, the date of repurchase purchase (subject to the right of holders of record on the relevant record date to receive interest due on the Change of Control Payment Date) (the “Change of Control Payment”). Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail a must send, by first-class mail, or otherwise deliver notice in accordance with the Applicable Procedures of the Depository, an offer to each Holder of the Senior Notes to the address of such Holder appearing in the RegistrarHolder, with a copy to the Trustee or otherwise in accordance with Trustee, which offer shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) that a Change of Control Offer is being made pursuant to this Section 2.9 4.10 and that, the expiration time for such Change of Control Offer (which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance with the Applicable Procedures of the Depository or as required by law) and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
purchase by the Company at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (ii) subject to the repurchase price and right of Holders of record on the applicable record date to receive interest due on the Change of Control Payment Date);
(iii2) the purchase date (which shall be no later than five Business Days after the date such Change of Control Offer expires) (the “Change of Control Payment Date”):
(3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interest;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five Business Days prior to the Change of Control Offer periodPayment Date, a telegram, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his election its elections to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof, and such new Notes will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made); and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depository applicable to repurchases. On or before the Change of Control; andControl Payment Date, the Company shall, to the extent lawful:
(viiii) that Holders whose Senior instruct the Paying Agent to accept for payment all Notes are being repurchased only in part will be issued new Senior or portions of Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be (equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes properly tendered pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the provided that if, following repurchase of a portion of a Note, the Senior Notes through remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the facilities portion of DTC, Euroclear and Clearstream, subject to their rules and regulations.such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000;
(cii) The Company shall not be required deposit with the Paying Agent an amount equal to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer Payment in respect of all Notes or portions of Notes so tendered; and
(iii) deliver to the manner, at Trustee an Officers’ Certificate stating the times and otherwise aggregate principal amount of Notes or portions of Notes being purchased by the Company in compliance accordance with the requirements set forth terms of this Section 4.10. The Paying Agent shall promptly deliver to the Holders so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) 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; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Supplemental Indenture applicable Section 4.10, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer made shall be returned by the Company and Trustee to the third party repurchases on Company. Neither the applicable date all Senior Notes properly tendered and not withdrawn under such Change Board of Control Offer, provided that a failure by such third party to comply with the requirements Directors of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations nor the Trustee may waive the Company’s obligation to offer to repurchase purchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under this Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price4.10. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental IndentureSection 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 the provisions of this Supplemental Indenture Section 4.10 by virtue thereof.
(e) On . If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date. If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shallshall have the right, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer;
(ii) deposit or cause Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof on the date of redemption, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party to deposit with the Paying Agent an amount equal to makes the Change of Control Payment Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. The Company’s obligations in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to a Change of Control Offer may be delivered to modified with the Trustee consent of holders of a majority of the Senior Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver then outstanding at any time prior to each Holder the occurrence of Senior Notes a Change of Control. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Payment for such Senior Notes. The Company shall publicly announce at the results time of making of the Change of Control Offer on or as soon as practicable after the Change of Control Payment DateOffer.
Appears in 1 contract
Samples: Indenture (Kratos Defense & Security Solutions, Inc.)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require the Company has exercised its right, if any, to redeem repurchase all or a portion (equal to $1,000 or in integral multiples of $1,000) of such Holder’s Notes using immediately available funds pursuant to the Senior Notes in full, the Company shall offer described below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased repurchase, plus accrued and unpaid interest, if any, to, to (but not including, ) the date of repurchase repurchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail send by registered first-class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.15 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase price (including the amount of accrued interest) and the repurchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interest;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes a Note repurchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of three (3) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, repurchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are repurchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note repurchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Company shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, a Holder may exercise its option (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to elect for pay the repurchase price plus accrued interest, if any, of all Notes or portions thereof so properly tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Company. The Paying Agent shall promptly mail or pay by wire transfer to the Holders of Notes so properly tendered and so accepted the repurchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Senior Notes through surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for repurchase will cease to accrue interest on and after the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon Payment Date. Any Notes not so accepted shall be promptly mailed by the occurrence Company to the Holders thereof. For purposes of a Change this Section 4.15, the Trustee shall act as the Paying Agent. The Company will publicly announce the results of Control Triggering Event if (1) a third party makes the Change of Control Offer in on or as soon as reasonably practicable after the manner, at Change of Control Payment Date. Any amounts remaining after the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable repurchase of Notes pursuant to a Change of Control Offer made shall be returned by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant Trustee to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption priceCompany. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of under this Supplemental IndentureSection 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.9 of this Supplemental Indenture 4.15 by virtue thereof.
(e) On . Notwithstanding the above, the Company shall not be required to make a Change of Control Payment Date, the Company shall, to the extent permitted by law,
Offer upon a Change of Control if (i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of makes the Change of Control Offer on or as soon as practicable after in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and repurchases all Notes properly tendered and not withdrawn under such Change of Control Payment DateOffer or (ii) a notice with respect to the redemption of all Notes has been given pursuant to Section 3.01 hereof. Notes (or portions thereof) repurchased pursuant to a Change of Control Offer shall be cancelled and may not be reissued.
Appears in 1 contract
Samples: Indenture (Sterling Chemicals Inc)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company Issuer shall offer to repurchase all of the Notes then outstanding (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (at a purchase price equal to $2,000 or an integral multiple of $1,000 above that amountone hundred one percent (101%) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased thereof, plus accrued and unpaid interest, if any, to, but not including, interest thereon to the date of repurchase repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”), provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to repurchase any Notes pursuant to this Section 4.09 in the event that the Issuer has previously or concurrently exercised its right to redeem such Notes in accordance with Section 3.07 of this Indenture. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue thereof. Within 30 thirty (30) days following any Change of Control Triggering EventControl, the Company Issuer shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute commence the Change of Control Triggering Event Offer by mailing to the Trustee and offering to repurchase such Senior Notes on the date specified in the each Holder a notice, which date shall govern the terms of the Change of Control Offer, and shall state that:
(a) the Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes tendered will be accepted for payment,
(b) the purchase price and the purchase date, which shall be a Business Day no less earlier than 30 thirty (30) days and no more nor later than 60 (forty-five) 45 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:,
(ic) a that any Note not tendered for payment pursuant to the Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and shall continue to accrue interest;,
(ivd) that, unless the Company Issuer defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, on the Change of Control Payment Date;,
(ve) Holders that any Holder electing to have any Senior Notes repurchased purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notes, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior the Notes completed, or transfer by book-entry transfer, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day Business Day preceding the Change of Control Payment Date;,
(vif) Holders will that any Holder shall be entitled to withdraw their tendered Senior Notes and their such election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of second Business Day preceding the Change of Control Offer periodPayment Date, a telegram, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior Notes tendered such Xxxxxx delivered for repurchase, purchase and a statement that such Holder Xxxxxx is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;purchased,
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viiig) that Holders a Holder whose Senior Notes are being repurchased purchased only in part will shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an 1.00 and any integral multiple of $1,000 1.00 in excess thereof.,
(bh) While the Senior instructions that Holders must follow in order to tender their Notes, and
(i) the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Issuer shall, to the extent lawful, (i) accept for payment the Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes or portions 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 thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted, together with an Officers’ Certificate stating that the Notes or portions thereof tendered to the Issuer are accepted for payment. The Paying Agent shall promptly deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Trustee shall authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered, if any; provided that, each such new Note will be in the facilities principal amount of DTC$1.00 and any integral multiple of $1.00 in excess thereof. The Issuer shall announce to the Holders the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For the purposes of this Section 4.09, Euroclear and Clearstream, subject to their rules and regulations.
(c) the Trustee shall act as the Paying Agent. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.09 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control.
(d) 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 , if a definitive agreement is in connection with the repurchase of Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with place for the Change of Control repurchase provisions of this Supplemental Indenture, at the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of time the Change of Control Offer on or as soon as practicable after the Change of Control Payment Dateis made.
Appears in 1 contract
Samples: Indenture Agreement (Usec Inc)
Repurchase upon Change of Control. The provisions of this Article shall be applicable to Securities of any series except as otherwise specified as contemplated by Section 3.01(v) for Securities of such series.
(a) If there shall have occurred a Change of Control Triggering Event occursEvent, unless each series of Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not less than 30 days nor more than 60 days from the date the Change of Control Notice referred to below is given to Holders or such later date as may be necessary for the Company has exercised its rightto comply with requirements under the Exchange Act (such date, if any, to redeem the Senior Notes in fullor such later date, the Company shall offer “Change of Control Purchase Date”), at a purchase price in cash (the “Change of Control OfferPurchase Price”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased such Securities, plus accrued and unpaid interest, if any, to, but not including, on each such Security to the date of repurchase (the “Change of Control Payment”Purchase Date, subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 13.01(d). .
(b) Within 30 days following any 60 Business Days after the occurrence of a Change of Control Triggering Event, the Company shall be required to mail a give written notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering (a “Change of Control Notice”) to repurchase such Senior Notes on the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed Trustee with respect to its obligation to offer to purchase Securities pursuant hereto (the “Change of Control Payment DateOffer”), and the Trustee shall promptly upon its receipt of such notice forward a copy of such notice to Holders. The Trustee shall be under no obligation to ascertain the occurrence of a Change of Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change of Control Notice from the following informationCompany. The Change of Control Notice shall state:
(i) a that the Change of Control Offer is being made pursuant to a covenant in this Section 2.9 Indenture and that all Senior Notes properly Securities validly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price Change of Control Purchase Price and the Change of Control Payment Purchase Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) that, unless the Company defaults in the payment of the Change of Control PaymentPurchase Price, all Senior Notes any Securities accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, after the Change of Control Payment DatePurchase Date and that any Security not purchased will continue to accrue interest;
(viv) that Holders electing to have any Senior Notes repurchased Securities purchased pursuant to a the Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, Securities to the Paying Agent specified in the notice at the address specified in the notice Change of Control Notice prior to the close of business on the third business day preceding the Change of Control Payment Purchase Date;
(viv) that Holders will be entitled to withdraw their tendered Senior Notes tender of Securities on the terms and their election conditions set forth in the Change of Control Notice, which will allow any Holder to require withdraw such Securities if they notify the Company Trustee prior to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of ControlPurchase Date; and
(viiivi) that Holders whose Senior Notes are being who elect to require that only a portion of the Securities held by them be repurchased only in part by the Company will be issued new Senior Notes Securities equal in aggregate principal amount to the unpurchased portion of the Senior Notes Securities surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required Change of Control Notice will, if mailed (or delivered electronically) prior to make a the date of consummation of the Change of Control, state that the Change of Control Offer upon is conditioned on the occurrence of a Change of Control Triggering Event if (1) a third party makes occurring on or prior to the applicable Change of Control Offer in the mannerPurchase Date. In addition, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of if such Change of Control Offer and is subject to complete satisfaction of such condition that the Change of Control Triggering Event occur on or prior to the applicable Change of Control Purchase Date, such Change of Control Notice shall state that, in the Company’s discretion, the Change of Control Purchase Date may be delayed until such time (including more than 60 days after the date the Change of Control Notice was delivered) as such condition shall be satisfied or waived, or such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued may not occur and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled such Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer Notice may be made rescinded in advance of a Change of Control, conditional upon the event that such Change of Control.
(d) The Company condition 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with not have been satisfied by the Change of Control repurchase provisions of this Supplemental IndenturePurchase Date, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture or by virtue thereof.
(e) On the Change of Control Payment DatePurchase Date so delayed, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the such Change of Control Offer;
(ii) deposit or cause a third party to deposit with Notice may be rescinded at any time in the Paying Agent an amount equal to Company’s discretion if in the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to Company’s good faith judgment such condition will not be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchasedsatisfied.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require that the Company has exercised its right, if any, purchase all or a portion (in integral multiples of $1,000) of such Holder’s Notes using immediately available funds pursuant to redeem the Senior Notes requirements described in full, the Company shall offer clause (b) below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of such Holder’s tendered Notes on the Senior Notes repurchased date of purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail a notice send, by registered first-class mail, an offer to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which offer shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The offer to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such offer shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.22 and that that, to the extent lawful, all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest and Additional Interest, if any) and the purchase date (which unless otherwise required by law shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed) (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interestinterest and Additional Interest, if applicable;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest onand Additional Interest, but not includingif applicable, after the Change of Control Payment Date;
(v5) Holders electing to have any Senior a Note purchased pursuant to a Change of Control Offer shall be required to surrender its Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the offer (or otherwise comply with applicable DTC procedures) prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If only a portion of a Note is purchased pursuant to a Change of Control Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). Notes repurchased (or portions thereof) purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Datecancelled and cannot be reissued;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount notice to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party extent necessary to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% procedures of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, Depository applicable to purchases. On or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On before the Change of Control Payment Date, the Company shall, to the extent permitted by law,
lawful (i) accept or cause a third party to accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (ii) deposit or cause a third party to deposit with the Paying Agent an amount equal U.S. Legal Tender sufficient to pay the Change of Control Payment in respect of purchase price plus of, accrued interest and Additional Interest, if any, on all Senior Notes properly tendered; or portions thereof so tendered and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (CitiSteel PA, Inc.)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require that the Company has exercised its right, if any, to redeem the Senior Notes in full, the Company shall offer (the “Change of Control Offer”) to repurchase any and purchase all of each Holder’s Senior Notes or a portion (equal to $2,000 or an integral multiple of $1,000 above that amountin excess thereof) of such Holder’s Notes using immediately available funds pursuant to the offer described below (the “Change of Control Offer”), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail a notice must send, by first-class mail, an offer to each Holder of the Senior Notes to the address of such Holder appearing in the RegistrarHolder, with a copy to the Trustee or otherwise in accordance with Trustee, which offer shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.10 and that that, to the extent lawful, all Senior Notes properly validly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase price purchase date (including the amount of accrued interest and Additional Interest if any), which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”):
(3) that any Note not tendered shall continue to accrue interest and Additional Interest, if applicable;
(iii4) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest onand Additional Interest, but not includingif applicable, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice paying agent at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his election its elections to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof, and such new Notes will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made);
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
Control Payment Date, the Company shall, to the extent lawful (viiii) that accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest and Additional Interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly deliver to the Holders whose Senior so tendered the purchase price for such Notes are being repurchased only and the Company shall promptly issue and the Trustee shall promptly (but in part will any case not later than five (5) days after the Change of Control Payment Date) authenticate and mail (or cause to be issued transferred by book entry) to each Holder a new Senior Notes Note equal in principal amount to the any unpurchased portion of the Senior Notes surrendered, which unpurchased portion must ; provided that each such new Note shall be equal to in a principal amount of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior . Any Notes are in global form and not so accepted shall be promptly mailed by the Company makes an offer to repurchase all the Holders thereof. For purposes of this Section 4.10, the Senior Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made shall be returned by the Company and Trustee to the third party repurchases on Company. Neither the applicable date all Senior Notes properly tendered and not withdrawn under such Change Board of Control Offer, provided that a failure by such third party to comply with the requirements Directors of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations nor the Trustee may waive the Company’s obligation to offer to repurchase purchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under this Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price4.10. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental IndentureSection 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 the provisions of this Supplemental Indenture Section 4.10 by virtue thereof.
(e) On the . The Company will not be required to make a Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause Offer upon a Change of Control if a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of makes the Change of Control Offer on or as soon as practicable after in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Payment DateOffer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Kratos Defense & Security Solutions, Inc.)
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless each Holder will have the Company has exercised its right, if any, right to redeem require the Senior Notes in full, the Company shall offer (the “Change of Control Offer”) Issuers to repurchase all or any and all of each Holder’s Senior Notes part (equal to $2,000 or an integral multiple of $1,000 above in excess thereof) of that amountHolder’s Notes pursuant to an offer for such repurchase by the Issuers (a “Change of Control Offer”) at on the terms set forth in this Section 4.22. In the Change of Control Offer, the Issuers will offer a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, to, but not including, on the Notes repurchased to the date of repurchase purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date (the a “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company shall be required to Issuers will mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes on the date specified in the notice, which date will be no less earlier than 30 days and no more later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The Issuers will comply with the following information:
(i) requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer is being made pursuant to this Section 2.9 and Control. To the extent that all Senior Notes properly tendered pursuant to such the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be accepted for payment;deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such compliance.
(iib) the repurchase price and On the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completedIssuers will, to the Paying Agent specified in the notice 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;extent lawful:
(vii) Holders will be entitled to withdraw their accept for payment all Notes or portions of Notes properly tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option ;
(ii) deposit with the Paying Agent an amount equal to elect for the repurchase 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 Senior Trustee the Notes through properly accepted together with an Officers’ Certificate stating the facilities aggregate principal amount of DTC, Euroclear and Clearstream, subject to their rules and regulationsNotes or portions of Notes being purchased by the Issuers.
(c) The Company shall Paying Agent will promptly mail to each Holder 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. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The provisions of this Section 4.22 will be applicable whether or not any other provisions of this Indenture are applicable.
(e) The Issuers will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1i) 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 Supplemental Indenture applicable to a Change of Control Offer made by the Company Issuers and the third party repurchases on the applicable date purchases all Senior Notes properly tendered and not withdrawn under such the Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2ii) a notice of redemption has been given pursuant to the this Indenture as described under in Section 4.03 of the Base Indenture4.22(a), unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of ControlRedemption Price.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Repurchase upon Change of Control. (a) If The Company covenants and agrees that, in the event that there occurs a Change of Control Triggering Event occursControl, unless each Holder will have the Company has exercised its right, if anyat such Holder's option, to redeem the Senior Notes in full, the Company shall offer (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes on the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;
(v) Holders electing to have any Senior Notes repurchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice 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) Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase all, or any portion that is an integral multiple of $1,000, of such Senior Notes, provided that the Paying Agent receives, not later than the close of business Holder's Securities on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth Purchase Date selected as provided below at the name Change of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;Control Purchase Price.
(viib) if such notice is mailed prior to Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Change of Control, stating that the Company shall deliver to the Trustee, and the Company shall, or, if so requested by the Company upon ten days' prior written notice, the Trustee shall, in the name of the Company and at its expense, mail to each Holder at such Holder's address appearing in the Securities Register a Change of Control Company Notice describing the occurrence of the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion and of the Senior Notes surrenderedrepurchase right set forth herein arising as a result thereof, as well as stating the final date by which unpurchased portion the Securities must be equal to $2,000 surrendered for repurchase, the Conversion Price then in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to effect, the Change of Control OfferPurchase Date, a the Change of Control Purchase Price and the procedure which the Holder may exercise its option must follow to elect repurchase. The Company shall also cause a copy of such notice of the repurchase right to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Securities. If any of the Senior Notes through Securities is in the facilities form of DTCa Global Security, Euroclear then the Company shall modify the notice and Clearstream, subject delivery requirements to their rules and regulationsthe extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities.
(c) The Company shall not be required to make a Change To elect repurchase of Control Offer any Securities or portion thereof upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon the Holder will be required to surrender, on or before the Final Surrender Date, (i) in the case of global Securities, to the Conversion Agent by book-entry delivery of the interest in the Security in global form to be repurchased, or (ii) in the case of definitive Securities, at any place where principal is payable, such Security duly endorsed or assigned to the Company or in blank, in any event together with written notice of the Holder's election to have the Company repurchase all or any $1,000 portion of such Security specified in such notice. Election of repurchase by a Holder shall be irrevocable (unless the Company defaults in payment of the Change of ControlControl Purchase Price for the Securities on the Change of Control Purchase Date) and the right to convert the Securities as to which such Holder has made such election shall expire when such Securities are so surrendered (unless the Company defaults in payment of the Change of Control Purchase Price for the Securities on the Change of Control Purchase Date and such election is revoked).
(d) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Change of Control Purchase Price in cash to the Holder on the Change of Control Purchase Date; provided, however, that, if the Change of Control Purchase Date is on or after a record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date.
(e) If any Security surrendered for repurchase shall not be so paid on the Change of Control Purchase Date, the principal amount which is payable at maturity shall, until the Change of Control Purchase Price is paid, continue to bear interest from the Change of Control Purchase Date at the rate borne by the Security and each such Security shall continue to remain convertible into Common Stock until said Change of Control Purchase Price shall have been paid to the Holder or duly provided for by deposit with the Paying Agent in immediately available funds without restriction.
(f) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(g) The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Sections 13 and 14 of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Senior Notes as a result of a Change of Control Triggering EventSecurities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental IndentureSection, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.9 of this Supplemental Indenture by virtue thereofof its compliance with such securities laws or regulations.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (King Pharmaceuticals Inc)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company shall will be required to notify the Trustee in writing thereof and to offer to repurchase all or any part (equal to $1,000 of principal or an integral multiple thereof) of each Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount") at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interestinterest thereon, if any, to, but not including, through the date of repurchase purchase (the “"Change of Control Payment”"). .
(b) Within 30 days following any Change of Control Triggering EventControl, the Company shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions stating: (1) that constitute the Change of Control Triggering Event Offer is being made pursuant to this Section 4.14 and offering to repurchase such Senior that all Notes on tendered will be accepted for payment; (2) the date specified in purchase price and the noticepurchase date, which date will shall be no less earlier than 30 days and no more nor later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), with the following information:
; (i3) a Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, on and after the Change of Control Payment Date, all Senior Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, the Change of Control Payment Date;
interest; (v5) that Holders electing to have any Senior Notes repurchased purchased pursuant to a Change of Control Offer will be required to surrender such Senior the Notes, in with the form set forth in Exhibit A entitled “"Option of Holder to Elect Purchase”, " on the reverse of such Senior the Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day Business Day preceding the Change of Control Payment Date;
; (vi6) that Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of second Business Day preceding the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior Notes tendered delivered for repurchasepurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
purchased; and (vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii7) that Holders whose Senior Notes are being repurchased purchased only in part will be issued new Senior Notes equal Notes; PROVIDED, that each Note purchased and each new Note issued shall be in a principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount 1,000 or an integral multiple thereof. On the Business Day immediately preceding the Change of $1,000 in excess thereof.
(b) While Control Payment Date, the Senior Notes are in global form and Trustee shall notify the Company makes an offer to repurchase all in writing of the Senior Holders who have so elected to have their Notes purchased pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear Offer (and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and who have not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given election pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption priceclause (5) above). Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
lawful, (i) accept or cause a third party to accept for payment all Senior Notes properly or portions thereof tendered pursuant to the Change of Control Offer;
, (ii) deposit or cause a third party to deposit with the Paying Agent U.S. Legal Tender in an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, so accepted together with an Officers’ ' Certificate stating the principal amount of Senior the Notes or portions thereof being repurchased.
(f) The Paying Agent shall promptly deliver tendered to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.the
Appears in 1 contract
Samples: Indenture (CSS Trade Names Inc)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company shall make an offer to purchase all outstanding Notes pursuant to the requirements described in clause (b) below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase.
(b) Within thirty (30) days following the “date upon which the Change of Control Payment”). Within 30 days following any Change of Control Triggering Eventoccurred, the Company shall be required to mail send, by registered first class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.22 and that that, to the extent lawful, all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interestinterest and Additional Interest, if applicable;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest oninterest, but not includingand Additional Interest, if applicable, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Company shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest and Additional Interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the facilities Company to the Holders thereof. For purposes of DTCthis Section 4.22, Euroclear and Clearstream, subject the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to their rules and regulations.
(c) a Change of Control Offer shall be returned by the Trustee to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company’s obligation to offer to purchase the Notes pursuant to this Section 4.22. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in of this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.22 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of under this Supplemental IndentureSection 4.22, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 2.9 of this Supplemental Indenture 4.22 by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (Sand Springs Railway CO)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company shall make an offer to purchase all outstanding Notes pursuant to the requirements described in clause (b) below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase.
(b) Within thirty (30) days following the “date upon which the Change of Control Payment”). Within 30 days following any Change of Control Triggering Eventoccurred, the Company shall be required to mail send, by registered first class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.22 and that that, to the extent lawful, all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interestinterest and Additional Interest, if applicable;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest oninterest, but not includingand Additional Interest, if applicable, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Company shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest and Additional Interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the facilities Company to the Holders thereof. For purposes of DTCthis Section 4.22, Euroclear and Clearstream, subject the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to their rules and regulations.
(c) a Change of Control Offer shall be returned by the Trustee to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company’s obligation to offer to purchase the Notes pursuant to this Section 4.22. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in of this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.22 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of under this Supplemental IndentureSection 4.22, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 2.9 of this Supplemental Indenture 4.22 by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (Boston Gear LLC)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Company Issuer at such time has exercised its right, if any, given notice of redemption pursuant to redeem the Senior Notes in fullSection 3.01 hereof with respect to all outstanding Notes, the Company Issuer shall make an offer to purchase all of the Notes as described below (the “Change of Control Offer”), at a purchase price in cash (“Change of Control Payment”) equal to repurchase any 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding, the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(b) Within thirty (30) days following a Change of Control, unless the Issuer at such time has given notice of redemption pursuant to Section 3.01 hereof with respect to all outstanding Notes, the Issuer shall mail by electronic transmission (for Notes held in book-entry form) or first class mail a notice to each Holder with a copy to the Trustee. Such notice shall state:
(1) that a Change of each Control has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased thereof plus accrued and unpaid interest, if any, to, but not includingexcluding, the date of repurchase purchase (subject to the “right of Holders of record on the relevant Record Date to receive interest on the relevant Interest Payment Date);
(2) the circumstances and relevant facts regarding such Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Control;
(3) the Company purchase date (which shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Senior Notes on the date specified in the notice, which date will be no less earlier than 30 thirty (30) days and no more nor later than 60 sixty (60) days from the date such notice is mailed mailed, other than as may be required by law) (the “Change of Control Payment Date”), with the following information:; and
(i4) the instructions determined by the Issuer, consistent with this Section 4.10, that a Holder must follow in order to have its Notes purchased.
(c) If any of the Notes subject to the Change of Control Offer is being made pursuant in the form of a Global Note, then the Issuer shall modify such notice to this Section 2.9 and that all Senior Notes properly tendered pursuant the extent necessary to such Change of Control Offer will be accepted for payment;comply with the Applicable Procedures.
(iid) the repurchase price and On or before the Change of Control Payment Date;
, the Issuer shall, to the extent lawful (iiii) any Senior Note not accept for payment Notes or portions thereof properly tendered will remain outstanding and continue to accrue interest;
(iv) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to accrue interest on, pay the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. The Paying Agent shall promptly deliver to the Holders so tendered the purchase price for such Notes and the Issuer shall promptly issue and the Trustee shall promptly (but in any case not including, later than five (5) days after the Change of Control Payment Date;
) authenticate and mail (vor cause to be transferred by book-entry) Holders electing to have any Senior Notes repurchased pursuant to each Holder a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice 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) Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes Note equal in principal amount to the any unpurchased portion of the Senior Notes surrendered, which unpurchased portion must ; provided that each such new Note shall be equal to in a principal amount of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. Any Notes not so accepted shall be promptly mailed (or caused to be transferred by book-entry) by the Issuer to the Holders thereof. For purposes of this Section 4.10, the Trustee shall act as the Paying Agent.
(be) While Any amounts remaining after the Senior Notes are in global form and the Company makes an offer to repurchase all purchase of the Senior Notes pursuant to a Change of Control Offer shall promptly be returned by the Trustee to the Issuer.
(f) Neither the Board of Directors of the Issuer nor the Trustee may waive the Issuer’s obligation to offer to purchase the Notes pursuant to this Section 4.10.
(g) The Issuer shall comply with the requirements of Rule 14e-l 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 pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10, a Holder may exercise the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulationsobligations under this Section 4.10 by virtue thereof.
(ch) The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not properly withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given to the Trustee with respect to all of the Notes pursuant to the Indenture as described under Section 4.03 of the Base Indenture, 3.03 hereof unless and until there is a default in payment of the applicable redemption priceRedemption Price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional or conditioned upon the consummation of such Change of Control.
(d) 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 , if a definitive agreement is in connection with the repurchase of Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with place for the Change of Control repurchase provisions of this Supplemental Indenture, at the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of time the Change of Control Offer on or as soon as practicable after the Change of Control Payment Dateis made.
Appears in 1 contract
Samples: Indenture (Horsehead Holding Corp)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company shall Issuer will be required to offer to purchase all or a portion (in integral multiples of $1,000) of each Holder’s Notes using immediately available funds pursuant to the offer described in clause (b) below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount Accreted Value thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase.
(b) Within thirty (30) days following the “date upon which the Change of Control Payment”). Within 30 days following any Change of Control Triggering Eventoccurred, the Company Issuer shall be required to mail send, by registered first class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.21 and that that, to the extent lawful, all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest and Additional Interest, if any) and the purchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interestinterest and Additional Interest, if any;
(iv4) that, unless the Company Issuer defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest oninterest, but not includingand Additional Interest, if any, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount Accreted Value of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount at maturity equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount at maturity of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Issuer shall modify such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount notice to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party extent necessary to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% procedures of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, Depositary applicable to repurchases. On or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On before the Change of Control Payment Date, the Company Issuer shall, to the extent permitted by law,
lawful (i) accept or cause a third party to accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (ii) deposit or cause a third party to deposit with the Paying Agent an amount equal U.S. Legal Tender sufficient to pay the Change of Control Payment in respect purchase price plus accrued interest and Additional Interest, if any, of all Senior Notes properly tendered; and
or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, so accepted together with an Officers’ Certificate stating the aggregate principal amount at maturity of Senior Notes or portions thereof being repurchased.
(f) The purchased by the Issuer. Promptly following receipt of such Officers’ Certificate, the Paying Agent shall transmit in accordance with the procedures of the Depositary, if applicable, or mail to the Holders of Notes so tendered the purchase price for such Notes and the Issuer shall promptly issue and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results a new Note equal in principal amount at maturity to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount at maturity of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly returned by the Issuer to the Holders thereof. For purposes of this Section 4.21, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer on or as soon as practicable after shall be returned by the Change Trustee to the Issuer, upon written request of Control Payment Datethe Issuer. Neither the Board of Directors of the Issuer nor the Trustee may waive the Issuer’s obligation to offer to purchase the Notes pursuant to this Section 4.21.
Appears in 1 contract
Samples: Indenture (Verrazano,inc.)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require the Company has exercised its right, if any, to redeem purchase all or a portion (in integral multiples of $1,000) of such Holder's Notes using immediately available funds pursuant to the Senior Notes in full, the Company shall offer described below (the “"Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) "), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail send, by registered first class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.15 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrete in value and accrue interest;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrete in value and accrue interest on, but not including, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “"Option of Holder to Elect Purchase”, " on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of three (3) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made); provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrenderedControl Payment Date, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the facilities Company to the Holders thereof. For purposes of DTCthis Section 4.15, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company the Trustee shall not be required to make a Change act as the Paying Agent. Any amounts remaining after the purchase of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable Notes pursuant to a Change of Control Offer made will be returned by the Company and Trustee to the third party repurchases on Company. Neither the applicable date all Senior Notes properly tendered and not withdrawn under such Change Board of Control Offer, provided that a failure by such third party to comply with the requirements Directors of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations nor the Trustee may waive the Company's obligation to offer to repurchase purchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under this Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price4.15. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of under this Supplemental IndentureSection 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.9 of this Supplemental Indenture 4.15 by virtue thereof.
(e) On . Notwithstanding the above, the Company will not be required to make a Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause Offer upon a Change of Control if a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of makes the Change of Control Offer on or as soon as practicable after in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Payment DateOffer. Notes (or portions thereof) purchased pursuant to a Change of Control Offer shall be cancelled and may not be reissued.
Appears in 1 contract
Samples: Indenture (Dune Energy Inc)
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless each Holder of Notes will have the right to require that the Company has exercised its right, if any, purchase all or any part (in integral multiples of $1,000) of such Holder's Notes pursuant to redeem the Senior Notes in full, the Company shall offer described below (the “"Change of Control Offer”) "). In the Change of Control Offer, the Company will offer to repurchase any and purchase all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) the Notes, at a repurchase purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the aggregate principal amount of such Notes (the Senior Notes repurchased "Change of Control Payment"), plus accrued and unpaid interest, if any, to, but not including, to the date of repurchase purchase (the “"Change of Control Payment”Purchase Date") (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). Within 30 days following of any Change of Control Triggering Eventor, at the Company's option, prior to such Change of Control but after it is publicly announced, the Company shall be required to mail a must notify the Trustee and give written notice of the Change of Control to each Holder of the Senior Notes to the Notes, by first-class mail, postage prepaid, at his address of such Holder appearing in the Registrarsecurity register. The notice must state, with among other things,
(i) that a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event has occurred and offering to repurchase such Senior Notes on the date specified in of such event;
(ii) the noticecircumstances and relevant facts regarding such Change of Control, including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control;
(iii) the purchase price and the purchase date which date will shall be fixed by the Company on a Business Day no less earlier than 30 days and no more nor later than 60 days from the date such the notice is mailed (mailed, or such later date as is necessary to comply with requirements under the “Change of Control Payment Date”), with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for paymentExchange Act;
(iiiv) the repurchase price and the Change of Control Payment Date;
(iii) that any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(ivv) that, unless the Company defaults in the payment of the Change of Control PaymentPurchase Price, all Senior any Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, after the Change of Control Payment Purchase Date;; and
(vvi) Holders electing other procedures that a Holder of Notes must follow to have any Senior Notes repurchased pursuant to accept a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice 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) Holders will be entitled or to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day acceptance of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofOffer.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Company at such time has exercised its rightgiven notice of redemption with respect to all outstanding Notes as described under Section 3.01, if any, each Holder will have the right to redeem the Senior Notes in full, require that the Company shall purchase all or a portion (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes using immediately available funds pursuant to the offer described below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) Within thirty (30) days following the “date upon which the Change of Control Payment”). Within 30 days following any Change occurred, unless the Company at such time has given notice of Control Triggering Eventredemption with respect to all outstanding Notes as described under Section 3.01 hereof, the Company shall be required to mail a notice must send, by first-class mail, an offer to each Holder of the Senior Notes to the address of such Holder appearing in the RegistrarHolder, with a copy to the Trustee or otherwise in accordance with Trustee, which offer shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.10 and that that, to the extent lawful, all Senior Notes properly validly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase price and purchase date (including the amount of accrued interest), which must be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interest;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five Business Days prior to the Change of Control Offer periodPayment Date, a facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his election its elections to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples of $1,000 in excess thereof, and such new Notes will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made); and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount notice to the unpurchased portion extent necessary to comply with the procedures of the Senior Notes surrendered, which unpurchased portion must be equal Depositary applicable to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofrepurchases.
(bc) While On the Senior Notes are in global form and Change of Control Payment Date, the Company makes an offer will, to repurchase the extent lawful:
(1) accept for payment all Notes or portions of the Senior Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control payment (the “Change of Control Payment”) in respect of all Notes or portions of Notes properly tendered and not withdrawn; and
(3) 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. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Paying Agent will promptly deliver to each holder of Notes properly tendered and not withdrawn 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 Holder may exercise its option new Note equal in principal amount to elect for any unpurchased portion of the Notes surrendered, if any; provided that any such new Notes will be in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes through as a result of a Change of Control. To the facilities extent that the provisions of DTCany securities laws or regulations conflict with the Change of Control provisions of this Indenture, Euroclear the Company will comply with the applicable securities laws and Clearstream, subject regulations and will not be deemed to their rules and regulationshave breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance.
(ce) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date purchases all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption for all outstanding Notes has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture3.01, unless and until there is a default in payment of the applicable redemption priceRedemption Price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(df) The Notwithstanding the foregoing, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder not be required to the extent such laws and regulations are applicable in connection with the repurchase of Senior Notes as a result of make a Change of Control Triggering Event. To the extent that the provisions Offer, as provided above, if, in connection with or in contemplation of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental IndentureControl, the Company shall comply with the applicable securities laws it has made an offer to purchase (an “Alternate Offer”) any and regulations and shall not be deemed all Notes validly tendered at a cash price equal to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On or higher than the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment and has purchased all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit in accordance with the Paying Agent an amount equal to the Change terms of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchasedsuch Alternate Offer.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require the Company has exercised its right, if any, to redeem purchase all or a portion (in integral multiples of $1,000) of such Holder’s Notes using immediately available funds pursuant to the Senior Notes in full, the Company shall offer described below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail send, by registered first class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.15 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrete in value and accrue interest;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrete in value and accrue interest on, but not including, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of three (3) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made); provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrenderedControl Payment Date, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the facilities Company to the Holders thereof. For purposes of DTCthis Section 4.15, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company the Trustee shall not be required to make a Change act as the Paying Agent. Any amounts remaining after the purchase of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable Notes pursuant to a Change of Control Offer made will be returned by the Company and Trustee to the third party repurchases on Company. Neither the applicable date all Senior Notes properly tendered and not withdrawn under such Change Board of Control Offer, provided that a failure by such third party to comply with the requirements Directors of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations nor the Trustee may waive the Company’s obligation to offer to repurchase purchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under this Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price4.15. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of under this Supplemental IndentureSection 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.9 of this Supplemental Indenture 4.15 by virtue thereof.
(e) On . Notwithstanding the above, the Company will not be required to make a Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause Offer upon a Change of Control if a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of makes the Change of Control Offer on or as soon as practicable after in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Payment DateOffer. Notes (or portions thereof) purchased pursuant to a Change of Control Offer shall be cancelled and may not be reissued.
Appears in 1 contract
Samples: Indenture (Dune Energy Inc)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require that the Company has exercised its right, if any, purchase all or a portion (in integral multiples of $1,000) of such Holder’s Notes using immediately available funds pursuant to redeem the Senior Notes requirements described in full, the Company shall offer clause (b) below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of such Holder’s tendered Notes on the Senior Notes repurchased date of purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail a notice send, by registered first-class mail, an offer to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which offer shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The offer to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such offer shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.19 and that that, to the extent lawful, all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest and Additional Interest, if any) and the purchase date (which unless otherwise required by law shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed) (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interestinterest and Additional Interest, if applicable;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest onand Additional Interest, but not includingif applicable, after the Change of Control Payment Date;
(v5) Holders electing to have any Senior a Note purchased pursuant to a Change of Control Offer shall be required to surrender its Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the offer (or otherwise comply with applicable DTC procedures) prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If only a portion of a Note is purchased pursuant to a Change of Control Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). Notes repurchased (or portions thereof) purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Datecancelled and cannot be reissued;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depository applicable to purchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Company shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus of, accrued interest and Additional Interest, if any, on all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the facilities Company to the Holders thereof. For purposes of DTCthis Section 4.19, Euroclear and Clearstream, subject the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to their rules and regulations.
(c) a Change of Control Offer shall be returned by the Paying Agent to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company’s obligation to offer to purchase the Notes pursuant to this Section 4.19. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in of this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.19 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental IndentureSection 4.19, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.9 of this Supplemental Indenture 4.19 by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (CitiSteel PA, Inc.)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require the Company has exercised its right, if any, to redeem the Senior repurchase all or a portion (provided that (i) unless all of such Holder’s Notes in fullare to be repurchased, the Company shall offer (the “Change purchased portion of Control Offer”) to repurchase any and all of each such Holder’s Senior Notes (must be equal in principal amount to $2,000 or an integral multiple of $1,000 above that amountin excess of $2,000 and (ii) in any event, the unpurchased portion of such Holder’s Notes must be in a principal amount of at least $2,000) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a repurchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased repurchase, plus accrued and unpaid interest, if any, to, to (but not including, ) the date of repurchase (subject to the “Change right of Control Payment”Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). .
(b) Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail send by registered first class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials reasonably necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.15 and that all Senior Notes properly validly tendered pursuant to such Change of Control Offer will and not validly withdrawn shall be accepted for paymentpayment (subject to clause (ii) of the penultimate paragraph of this Section 4.15);
(ii2) the repurchase price (including the amount of accrued interest) and the repurchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly validly tendered will remain outstanding and shall continue to accrue interest;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, on and after the Change of Control Payment Date;
(v5) Holders that any Holder electing to have any Senior Notes a Note repurchased pursuant to a Change of Control Offer will shall be required to surrender such Senior NotesNote, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) Holders will that any Holder shall be entitled to withdraw their tendered Senior Notes and their its election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of three (3) Business Days prior to the Change of Control Offer periodPayment Date, a telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, repurchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii7) that Holders whose Senior Notes are being repurchased purchased only in part will shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered;
(8) that, which unpurchased unless all of a Holder’s Notes are to be purchased, the purchased portion of a Holder’s Notes must be equal in principal amount to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
of $2,000, except that (bi) While the Senior Notes are in global form and the Company makes an offer to repurchase if all of the Senior Notes of a Holder are to be purchased, the entire outstanding principal amount of Notes held by such Holder, even if not a multiple of $1,000, shall be purchased, subject, in the case of Global Notes, to the procedures of DTC and (ii) in any event, the unpurchased portion of Notes purchased in part shall be in a principal amount of at least $2,000; and
(9) the circumstances and relevant facts regarding such Change of Control. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depository applicable to repurchases. On or before the Change of Control Payment Date, the Company shall, to the extent lawful (i) accept for payment Notes or portions thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer, a Holder may exercise its option (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to elect for pay the repurchase price plus accrued interest, if any, of all Notes or portions thereof so properly tendered and not validly withdrawn and (iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Company. The Paying Agent shall promptly mail or pay by wire transfer to the Holders of the Senior Notes through so properly tendered and so accepted the facilities of DTC, Euroclear repurchase price for such Notes and Clearstream, subject to their rules and regulations.
(c) The the Company shall not promptly execute and deliver, upon receipt of an Authentication Order in accordance with Section 2.02, and the Trustee shall promptly authenticate and deliver to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that such unpurchased portion, if any, must be required in a principal amount of at least $2,000. Any Note so accepted for repurchase will cease to make a accrue interest on and after the Change of Control Offer upon Payment Date. Any Notes not so accepted shall be promptly mailed by the occurrence Company to the Holders thereof. For purposes of a Change this Section 4.15, the Trustee shall act as the Paying Agent. The Company will publicly announce the results of Control Triggering Event if (1) a third party makes the Change of Control Offer in on or as soon as reasonably practicable after the manner, at Change of Control Payment Date. Any amounts remaining after the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable repurchase of Notes pursuant to a Change of Control Offer made shall be returned by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant Trustee to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption priceCompany. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of under this Supplemental IndentureSection 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.9 of this Supplemental Indenture 4.15 by virtue thereof.
. Notwithstanding the above, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (ei) On a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and repurchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (ii) a notice with respect to the redemption of all Notes has been given pursuant to Section 3.04 at any time before the Change of Control Payment Date, Date and the Company shall, to redeems the extent permitted by law,
Notes in accordance with such notice. Notes (ior portions thereof) accept or cause a third party to accept for payment all Senior Notes properly tendered repurchased pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Dateshall be cancelled and may not be reissued.
Appears in 1 contract
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require that the Company has exercised its right, if any, purchase all or a portion (in integral multiples of $1,000) of such Holder’s Notes using immediately available funds pursuant to redeem the Senior Notes in full, the Company shall offer described below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail a notice must send, by registered first-class mail, an offer to each Holder of the Senior Notes to the address of such Holder appearing in the RegistrarHolder, with a copy to the Trustee or otherwise in accordance with Trustee, which offer shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.10 and that that, to the extent lawful, all Senior Notes properly validly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase price purchase date (including the amount of accrued interest and Additional Interest, if any), which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”).
(3) that any Note not tendered shall continue to accrue interest and Additional Interest, if applicable;
(iii4) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) that, unless the Company defaults default in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest onand Additional Interest, but not includingif applicable, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice paying agent at the address specified in the notice prior to the close of business on the third business day preceding prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of the Notes surrendered; provided that each Note purchased and each new note issued shall be in an original principal amount of $1,000 or integral multiples thereof, and such new Notes will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made); and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Company shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, a Holder may exercise its option (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to elect pay the purchase price plus accrued interest and Additional Interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders so tendered the purchase price for such Notes and the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall promptly issue and the Trustee shall promptly (but in any case not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if later than five (15) a third party makes days after the Change of Control Offer Payment Date) 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 mannerNotes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.10, at the times and otherwise in compliance with Trustee shall act as the requirements set forth in this Supplemental Indenture applicable Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer made shall be returned by the Company and Trustee to the third party repurchases on Company. Neither the applicable date all Senior Notes properly tendered and not withdrawn under such Change Board of Control Offer, provided that a failure by such third party to comply with the requirements Directors of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations nor the Trustee may waive the Company’s obligation to offer to repurchase purchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under this Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price4.10. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of Section 4.10 of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of Section 2.9 4.10 of this Supplemental Indenture by virtue thereof.
(e) On the . The Company will not be required to make a Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause Offer upon a Change of Control if a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of makes the Change of Control Offer on or as soon as practicable after in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Payment DateOffer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Edgen Louisiana CORP)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Company has exercised its right, if any, previously or concurrently delivered a redemption notice with respect to redeem all the Senior outstanding Notes in fullpursuant to Section 3.03, the Company shall will make an offer to purchase all of the Notes (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased thereof, plus accrued and unpaid interest, if any, interest to, but not including, the date of repurchase purchase (subject to the “right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(b) Within thirty (30) days following the date upon which the Change of Control Payment”). Within 30 days following any Change of Control Triggering Eventoccurred, the Company shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrarwill send, by first-class mail, with a copy to the Trustee in the case of Physical Notes, or otherwise in accordance with Applicable Procedures in the procedures case of DTCGlobal Notes, describing notice of such Change of Control Offer. The notice to the transaction or transactions that constitute Holders shall contain instructions for such Holders to tender Notes pursuant to the Change of Control Triggering Event and offering to repurchase such Senior Notes on the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such Offer. Such notice is mailed (the “Change of Control Payment Date”), with the following informationshall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.10 and that that, to the extent lawful, all Senior Notes properly validly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase price and purchase date (including the amount of accrued interest), which must be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interest;
(iv4) that, unless the Company defaults default in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes completedthe Note completed (or through book entry- transfer, if applicable), to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date (or in accordance with the Applicable Procedures with respect to book-entry transfers);
(6) that Holders shall be entitled to withdraw and the time periods required for such withdrawal and the means by which such withdrawals can be completed;
(7) that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof, and such new Notes will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made);
(8) the circumstances and relevant facts regarding such Change of Control.
(c) If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the Applicable Procedures.
(d) On or before the Change of Control Payment Date;
(vi) Holders will be entitled to withdraw their tendered Senior Notes and their election to require , the Company shall, to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day of extent lawful (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer periodOffer, a facsimile transmission, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an email or a letter setting forth Officers’ Certificate stating the name of the Holder of Senior Notes, the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to the Holders so tendered the purchase price for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
the Company shall promptly issue and the Trustee shall promptly (viibut in any case not later than five (5) if such notice is mailed prior to the occurrence of a Change of Control, stating that days after the Change of Control Offer is conditional on the occurrence of such Change of Control; and
Payment Date) authenticate and mail (viiior cause to be transferred by book-entry) that Holders whose Senior Notes are being repurchased only in part will be issued to each Holder a new Senior Notes Note equal in principal amount to the any unpurchased portion of the Senior Notes surrendered, which unpurchased portion must ; provided that each such new Note shall be equal to in a principal amount of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. Any Notes not so accepted shall be promptly mailed (or caused to be transferred by book entry) by the Company to the Holders thereof. For purposes of this Section 4.10, the Trustee shall act as the Paying Agent.
(be) While Any amounts remaining after the Senior Notes are in global form and the Company makes an offer to repurchase all purchase of the Senior Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company.
(f) Neither the Board of Directors of the Company nor the Trustee may waive the Company’s obligation to offer to purchase the Notes pursuant to this Section 4.10.
(g) The Company will comply with the requirements of Rule 14e-l 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 pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10, a Holder may exercise the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulationsobligations under this Section 4.10 by virtue thereof.
(ch) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not properly withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.
(di) The Company shall comply with If Holders of not less than 90% in aggregate principal amount of the requirements of Rule 14e-1 under the Exchange Act outstanding Notes validly tender and any other securities laws and regulations thereunder to the extent do not withdraw such laws and regulations are applicable Notes in connection with the repurchase of Senior Notes as a result of a Change of Control Triggering Event. To Offer and the extent that the provisions of Company, or any securities laws or regulations conflict with the third party making a Change of Control repurchase provisions Offer in lieu of this Supplemental Indenturethe Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a such third party to accept for payment all Senior Notes properly tendered will have the right, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, given not more than thirty (30) days following such purchase pursuant to the Change of Control Offer;
(ii) deposit or cause Offer described above, to redeem all Notes that remain outstanding following such purchase at a third party to deposit with the Paying Agent an amount price in cash equal to the Change 101% of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchasedthereof plus accrued and unpaid interest to but not including the redemption date.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (American Apparel, Inc)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder shall have the right to require the Company has exercised its right, if any, to redeem purchase all or a portion (in integral multiples of $500) of such Holder’s Notes using immediately available funds pursuant to the Senior Notes in full, the Company shall offer described below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interest, if any, to, but not including, interest to the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail send, by registered first-class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.15 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date;”); Table of Contents
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrete in value and accrue interest;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrete in value and accrue interest on, but not including, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of three (3) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $500 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount notice to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party extent necessary to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% procedures of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, Depositary applicable to repurchases. On or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On before the Change of Control Payment Date, the Company shall, to the extent permitted by law,
shall (i) accept or cause a third party to accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (ii) deposit or cause a third party to deposit with the Paying Agent an amount equal U.S. Legal Tender sufficient to pay the Change of Control Payment in respect purchase price plus accrued interest, if any, of all Senior Notes properly tendered; and
or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, so accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions thereof being repurchased.
(f) purchased by the Company. The Paying Agent shall promptly deliver mail to the Holders of Notes so tendered the purchase price for such Notes, and the Company shall promptly issue, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results Holder, a new Note equal in principal amount to any unpurchased portion of the Change Notes surrendered; provided that each such new Note shall be in a principal amount of Control Offer on $500 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as soon as practicable after the Change of Control Payment DatePaying Agent.
Appears in 1 contract
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company Issuers shall make an offer to purchase all outstanding Notes pursuant to the requirements described in clause (b) below (the “"Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount") at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the date of repurchase purchase.
(b) Within thirty (30) days following the “date upon which the Change of Control Payment”). Within 30 days following any Change of Control Triggering Eventoccurred, the Company Issuers shall be required to mail send, by first class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.11 and that that, to the extent lawful, all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interest;
(iv4) that, unless the Company defaults Issuers default in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “"Option of Holder to Elect Purchase”, " on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Issuers shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Issuers shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Issuers shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the facilities Issuers to the Holders thereof. For purposes of DTCthis Section 4.11, Euroclear and Clearstream, subject the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to their rules and regulations.
(c) a Change of Control Offer shall be returned by the Trustee to the Issuers. Neither the Board of Directors of the Company nor the Trustee may waive the Issuers' obligation to offer to purchase the Notes pursuant to this Section 4.11. The Company Issuers shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in of this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.11 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company Issuers 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of under this Supplemental IndentureSection 4.11, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 2.9 of this Supplemental Indenture 4.11 by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless each Holder of Notes will have the right to require that the Company has exercised its right, if any, purchase all or any part (in integral multiples of $1,000) of such Holder’s Notes pursuant to redeem the Senior Notes in full, the Company shall offer described below (the “Change of Control Offer”) ). In the Change of Control Offer, the Company will offer to repurchase any and purchase all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) the Notes, at a repurchase purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the aggregate principal amount of such Notes (the Senior Notes repurchased “Change of Control Payment”), plus accrued and unpaid interest, if any, to, but not including, to the date of repurchase purchase (the “Change of Control PaymentPurchase Date”) (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). Within 30 days following after any Change of Control Triggering Eventor, at the Company’s option, prior to such Change of Control but after it is publicly announced, the Company shall be required to mail a must notify the Trustee and give written notice of the Change of Control to each Holder of the Senior Notes to the Notes, by first-class mail, postage prepaid, at his, her or its address of such Holder appearing in the Registrarsecurity register. The notice must state, with among other things,
(i) that a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event has occurred, or will occur, and offering to repurchase such Senior Notes on the date specified in or expected date of such event;
(ii) the noticecircumstances and relevant facts regarding such Change of Control, including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control;
(iii) the purchase price and the purchase date which date will shall be fixed by the Company on a Business Day no less earlier than 30 days and no more nor later than 60 days from the date such the notice is mailed (mailed, or such later date as is necessary to comply with requirements under the “Change of Control Payment Date”), with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interestExchange Act;
(iv) that any Note not tendered will continue to accrue interest; (v) that, unless the Company defaults in the payment of the Change of Control PaymentPurchase Price, all Senior any Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, after the Change of Control Payment Purchase Date;; and
(v) Holders electing other procedures that a Holder of Notes must follow to have any Senior Notes repurchased pursuant to accept a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice 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) Holders will be entitled or to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day acceptance of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofOffer.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (Autonation Inc /Fl)
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require that the Company has exercised its right, if any, purchase all or a portion (in integral multiples of $1,000) of such Holder’s Notes using immediately available funds pursuant to redeem the Senior Notes requirements described in full, the Company shall offer clause (b) below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase purchase price in cash equal to 101110% of the aggregate principal amount of such Holder’s tendered Notes on the Senior Notes repurchased date of purchase, plus accrued and unpaid interest, if any, to, but not including, interest to the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail a notice send, by registered first-class mail, an offer to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which offer shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The offer to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such offer shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.19 and that that, to the extent lawful, all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest) and the purchase date (which unless otherwise required by law shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed) (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrue interest;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, after the Change of Control Payment Date;
(v5) Holders electing to have any Senior a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the offer (or otherwise comply with applicable DTC procedures) prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If only a portion of a Note is purchased pursuant to a Change of Control Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). Notes repurchased (or portions thereof) purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Datecancelled and cannot be reissued;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of five (5) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depository applicable to purchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount Control Payment Date, the Company shall, to the unpurchased portion of the Senior extent lawful (i) accept for payment Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus of, accrued interest on all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the facilities Company to the Holders thereof. For purposes of DTCthis Section 4.19, Euroclear and Clearstream, subject the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to their rules and regulations.
(c) a Change of Control Offer shall be returned by the Paying Agent to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company’s obligation to offer to purchase the Notes pursuant to this Section 4.19. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in of this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.19 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) The Company shall will 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental IndentureSection 4.19, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.9 of this Supplemental Indenture 4.19 by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its right, if any, to redeem the Senior Notes in fullControl, the Company Issuer shall offer to repurchase all of the Notes then outstanding (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (at a purchase price equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase price in cash equal to 101100% of the aggregate principal amount of the Senior Notes repurchased thereof, plus accrued and unpaid interest, if any, to, but not including, interest thereon to the date of repurchase (the “Change of Control Payment”). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer 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 30 days following any Change of Control Triggering EventControl, the Company Issuer shall be required to mail a notice to each Holder of the Senior Notes to the address of such Holder appearing in the Registrar, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute commence the Change of Control Triggering Event Offer by mailing to the Trustee and offering to repurchase such Senior Notes on the date specified in the each Holder a notice, which date shall govern the terms of the Change of Control Offer, and shall state that:
(a) the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment,
(b) the purchase price and the purchase date, which shall be a Business Day no less earlier than 30 days and no more nor later than 60 45 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following information:,
(ic) a that any Note not tendered for payment pursuant to the Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and shall continue to accrue interest;,
(ivd) that, unless the Company Issuer defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on, but not including, on the Change of Control Payment Date;,
(ve) Holders that any Holder electing to have any Senior Notes repurchased purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notes, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior the Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day Business Day preceding the Change of Control Payment Date;,
(vif) Holders will that any Holder shall be entitled to withdraw their tendered Senior Notes and their such election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of second Business Day preceding the Change of Control Offer periodPayment Date, a telegram, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior Notes tendered such Holder delivered for repurchasepurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;purchased,
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viiig) that Holders a Holder whose Senior Notes are being repurchased purchased only in part will shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an 1.00 and any integral multiple of $1,000 1.00 in excess thereof.,
(bh) While the Senior instructions that Holders must follow in order to tender their Notes, and
(i) the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Issuer shall, to the extent lawful, (i) accept for payment the Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes or portions 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 thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted, together with an Officers’ Certificate stating that the Notes or portions thereof tendered to the Issuer are accepted for payment. The Paying Agent shall promptly deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Trustee shall authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered, if any; provided that, each such new Note will be in the facilities principal amount of DTC$1.00 and any integral multiple of $1.00 in excess thereof. The Issuer shall announce to the Holders the results of 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, Euroclear and Clearstream, subject to their rules and regulations.
(c) the Trustee shall act as the Paying Agent. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company Section 4.14 and the third party repurchases on the applicable date purchases all Senior Notes properly validly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless each Holder will have the right to require the Company has exercised its right, if any, to redeem purchase all or a portion (in integral multiples of $1,000) of such Holder’s Notes using immediately available funds pursuant to the Senior Notes in full, the Company shall offer described below (the “Change of Control Offer”) to repurchase any and all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Senior Notes repurchased purchase, plus accrued and unpaid interest, if any, to, but not including, interest to the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Eventoccurred, the Company shall be required to mail send, by registered first-class mail, postage prepaid, a notice to each record Holder as shown on the register of the Senior Notes to the address of such Holder appearing in the RegistrarHolders, with a copy to the Trustee or otherwise in accordance with Trustee, which notice shall govern the procedures terms of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer. The notice to the Holders shall contain all instructions and offering materials necessary to repurchase enable such Senior Holders to tender Notes on pursuant to the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), with the following informationOffer. Such notice shall state:
(i1) a that the Change of Control Offer is being made pursuant to this Section 2.9 4.15 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will and not withdrawn shall be accepted for payment;
(ii2) the repurchase purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”);
(iii3) that any Senior Note not properly tendered will remain outstanding and shall continue to accrete in value and accrue interest;
(iv4) that, unless the Company defaults in the making payment of the Change of Control Paymenttherefor, all Senior Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrete in value and accrue interest on, but not including, after the Change of Control Payment Date;
(v5) that Holders electing to have any Senior Notes repurchased a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Senior Notesthe Note, in with the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, ” on the reverse of such Senior Notes the Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding Business Day prior to the Change of Control Payment Date;
(vi6) that Holders will shall be entitled to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that if the Paying Agent receives, not later than the close of business on the last day of three (3) Business Days prior to the Change of Control Offer periodPayment Date, a telegram, telex, facsimile transmission, an email transmission or a letter setting forth the name of the Holder of Senior NotesHolder, the principal amount of Senior the Notes tendered the Holder delivered for repurchase, purchase and a statement that such Holder is withdrawing his tendered Senior Notes and his its election to have such Senior Notes repurchasedpurchased;
(vii7) if such notice is mailed prior that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the occurrence unpurchased portion of a the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control, stating that . If any of the Notes subject to the Change of Control Offer is conditional on in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrenderedControl Payment Date, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the 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. The Paying Agent shall promptly mail to the Holders of Notes so tendered the purchase price for such Notes and the Company shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Holder may exercise its option new Note equal in principal amount to elect for the repurchase any unpurchased portion of the Senior Notes through surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the facilities Company to the Holders thereof. For purposes of DTCthis Section 4.15, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company the Trustee shall not be required to make a Change act as the Paying Agent. Any amounts remaining after the purchase of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable Notes pursuant to a Change of Control Offer made shall be returned by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant Trustee to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption priceCompany. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of under this Supplemental IndentureSection 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.9 of this Supplemental Indenture 4.15 by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results 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 on or as soon as practicable after in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Payment DateOffer. Notes (or portions thereof) purchased pursuant to a Change of Control Offer shall be cancelled and may not be reissued.
Appears in 1 contract
Repurchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless each Holder of Notes will have the right to require that the Company has exercised its right, if any, purchase all or any part (in integral multiples of $1,000) of such Holder’s Notes pursuant to redeem the Senior Notes in full, the Company shall offer described below (the “Change of Control Offer”) ). In the Change of Control Offer, the Company will offer to repurchase any and purchase all of each Holder’s Senior Notes (equal to $2,000 or an integral multiple of $1,000 above that amount) the Notes, at a repurchase purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the aggregate principal amount of such Notes (the Senior Notes repurchased “Change of Control Payment”), plus accrued and unpaid interest, if any, to, but not including, to the date of repurchase purchase (the “Change of Control PaymentPurchase Date”) (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). Within 30 days following after any Change of Control Triggering Eventor, at the Company’s option, prior to such Change of Control but after it is publicly announced, the Company shall be required to mail a must notify the Trustee and give written notice of the Change of Control to each Holder of the Senior Notes to the Notes, by first-class mail, postage prepaid, at his, her or its address of such Holder appearing in the Registrarsecurity register. The notice must state, with among other things,
(i) that a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event has occurred or will occur, and offering to repurchase such Senior Notes on the date specified in or expected date of such event;
(ii) the noticecircumstances and relevant facts regarding such Change of Control, including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control;
(iii) the purchase price and the purchase date which date will shall be fixed by the Company on a Business Day no less earlier than 30 days and no more nor later than 60 days from the date such the notice is mailed (mailed, or such later date as is necessary to comply with requirements under the “Change of Control Payment Date”), with the following information:
(i) a Change of Control Offer is being made pursuant to this Section 2.9 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(ii) the repurchase price and the Change of Control Payment Date;
(iii) any Senior Note not properly tendered will remain outstanding and continue to accrue interestExchange Act;
(iv) that any Note not tendered will continue to accrue interest; (v) that, unless the Company defaults in the payment of the Change of Control PaymentPurchase Price, all Senior any Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, after the Change of Control Payment Purchase Date;; and
(v) Holders electing other procedures that a Holder of Notes must follow to have any Senior Notes repurchased pursuant to accept a Change of Control Offer will be required to surrender such Senior Notes, in the form set forth in Exhibit A entitled “Option of Holder to Elect Purchase”, on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice 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) Holders will be entitled or to withdraw their tendered Senior Notes and their election to require the Company to repurchase such Senior Notes, provided that the Paying Agent receives, not later than the close of business on the last day acceptance of the Change of Control Offer period, a facsimile transmission, an email or a letter setting forth the name of the Holder of Senior Notes, the principal amount of Senior Notes tendered for repurchase, and a statement that such Holder is withdrawing his tendered Senior Notes and his election to have such Senior Notes repurchased;
(vii) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(viii) that Holders whose Senior Notes are being repurchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofOffer.
(b) While the Senior Notes are in global form and the Company makes an offer to repurchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the repurchase of the Senior Notes through the facilities of DTC, Euroclear and Clearstream, subject to their rules and regulations.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases on the applicable date all Senior Notes properly tendered and not withdrawn under such Change of Control Offer, provided that a failure by such third party to comply with the requirements of such Change of Control Offer and to complete such Change of Control Offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date, or (2) a notice of redemption has been given pursuant to the Indenture as described under Section 4.03 of the Base Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.
(d) 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 Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of this Supplemental Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 2.9 of this Supplemental Indenture by virtue thereof.
(e) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officers’ Certificate stating the principal amount of Senior Notes being repurchased.
(f) The Paying Agent shall promptly deliver to each Holder of Senior Notes the Change of Control Payment for such Senior Notes. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (Autonation Inc /Fl)
