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Repurchase Upon Fundamental Change Sample Clauses

Repurchase Upon Fundamental Change. Subject to the other terms of this Section 6, if a Fundamental Change occurs, then the Holder will have the right to require the Company to repurchase this Note (or any portion of this Note in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.
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Repurchase Upon Fundamental Change. Following a Fundamental Change (the date of each such occurrence being the “Fundamental Change Date”), the Company shall notify the holders of Convertible Notes in writing of such occurrence and shall make an offer (the “Fundamental Change Offer”) to repurchase all Convertible Notes then outstanding at a repurchase price in cash (the “Fundamental Change Payment”) equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the Fundamental Change Payment Date (as defined below). In connection with a repurchase upon Fundamental Change, the Company shall comply with all applicable federal and state securities laws, including but not limited to, the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act, and file Schedule TO or any other required schedule under the Exchange Act. Notice of a Fundamental Change shall be mailed by or at the direction of the Company to the holders of Convertible Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Fundamental Change Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Fundamental Change Offer shall remain open until a specified date (the “Fundamental Change Offer Termination Date”) until the Business Day prior to the Fundamental Change Payment Date or such longer period as required by Federal securities laws. During the period specified in such notice, holders of Convertible Notes may elect to tender their Convertible Notes in whole or in part in integral multiples of $1,000 in exchange for cash. Payment shall be made by the Company in respect of Convertible Notes properly tendered pursuant to this Section 4.06 on the first Business Day (the “Fundamental Change Payment Date”) that is 20 Business Days after the date of the notice of Fundamental Change or such longer period as required by Federal securities laws. The notice, which shall govern the terms of the Fundamental Change Offer, shall identify the Convertible Notes (including CUSIP numbers) and shall include such disclosures as are required by law and shall state: (a) that a Fundamental Change Offer is being made pursuant to this Section 4.06 and that all Convertible Notes will be accepted for payment; (b) the event, transaction or transactions that constitute the Fundamental Change; (c) the Fundamental...
Sample 1See All (6)
Repurchase Upon Fundamental Change. Following a Fundamental Change (the date of each such occurrence being the "Fundamental Change Date") prior to the Maturity Date, the Company shall notify the holders of Notes in writing of such occurrence and shall make an offer (the "Fundamental Change Offer") to repurchase all Notes then outstanding at a repurchase price in cash (the "Fundamental Change Payment") equal to 100% of the principal amount thereof, plus accrued and unpaid interest up to, but not including, the Fundamental Change Payment Date (as defined below).
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Repurchase Upon Fundamental Change. If Sea undergoes a “fundamental change” (as defined in the Convertible Notes Preliminary Prospectus Supplement under “Description of the Notes—Repurchase upon Fundamental Change”), subject to certain conditions and a limited exception described in the Convertible Notes Preliminary Prospectus Supplement, holders may require Sea to repurchase for cash all or part of their Notes in principal amounts of US$1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. See “Description of the Notes—Repurchase upon Fundamental Change” in the Convertible Notes Preliminary Prospectus Supplement.
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Repurchase Upon Fundamental Change. 24 SECTION 4.7 Appointments to Fill Vacancies in Trustee's Office......................................... 27 SECTION 4.8 Stay, Extension and Usury Laws............................................................. 27 SECTION 4.9 Taxes...................................................................................... 27 SECTION 4.10 Investment Company Act.................................................................... 27 ARTICLE 5 SUCCESSORS............................................................................................. 28
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Repurchase Upon Fundamental Change. The Company covenants and agrees that, in the event that there occurs a Fundamental Change (as defined in Section 4.05(b) hereof), each Holder will have the right, at such Holder's option, to require the Company to repurchase all, or any portion that is an integral multiple of $1,000, of such Holder's Securities on the Fundamental Change Purchase Date (as defined in Section 4.04 below) selected by the Company as provided below at a repurchase price (the "Fundamental Change Purchase Price") which is equal to 100% of the principal amount of such Securities plus accrued interest to the Fundamental Change Purchase Date.
Sample 1
Repurchase Upon Fundamental Change. The Company covenants and agrees that, in the event that there occurs a Fundamental Change (as defined in Section 4.04(b) hereof), each Holder will have the right, at such Holder’s option, to require the Company to repurchase all, or any portion that is an integral multiple of $1,000, of such Holder’s Securities on the Fundamental Change Purchase Date (as defined in Section 4.03 below) selected by the Company as provided below at a repurchase price (the “Fundamental Change Purchase Price”) which is equal to 100% of the principal amount of such Securities plus accrued interest to the Fundamental Change Purchase Date; PROVIDED that if the Fundamental Change Purchase Date is on or after an interest 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. Notwithstanding the foregoing or any other provision of this Indenture, except as specifically contemplated by the Settlement Agreement, no Holder shall have the right to require the Company to repurchase all or any portion of such Holder’s Securities as a result of the ABC Radio Transaction or any of the Company’s actions relating thereto or relating to the Transaction Documents, including, without limitation, under the Merger Agreement, the Support Agreement or the Tax Sharing and Indemnification Agreement.
Sample 1
Repurchase Upon Fundamental Change. Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. In connection with any Repurchase Upon Fundamental Change, the Company shall, to the extent required (i) comply with the provisions of Rule 13e-4, Rule 14e-1, Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to repurchase the Securities; provided that any time period specified in this Article 3 shall be extended to the extent necessary for such compliance.
Sample 1
Repurchase Upon Fundamental Change. If a Fundamental Change occurs at any time, each of the Holders shall have the right, at its option, to require the Company to repurchase for cash all of the Notes or any portion thereof that is equal to at least US$16,000,000 or such lesser amount then held by such Holder on the date (the “Fundamental Change Repurchase Date”) notified in writing by the Company as set forth in Section 15.01(e) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15.
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Repurchase Upon Fundamental Change. SECTION 4.02. NOTICES, ETC. SECTION 4.03. EXERCISING FUNDAMENTAL CHANGE REPURCHASE RIGHT SECTION 4.04. CERTAIN DEFINITIONS
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