Special Put Option Sample Clauses
Special Put Option. (a) Upon a Special Put Option Triggering Event, each Holder will have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms set forth in this Section 4.21. In the Special Put Option Offer, the Company will offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes in full as described under Section 3.07 hereof.
(b) Within ten days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under Section 3.07 hereof the Company shall mail a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating:
(1) that a Special Put Option Triggering Event has occurred and that such holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date);
(2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and
(3) the instructions determined by the Company, consistent with this Section 4.21, that a Holder must follow in order to have its Notes repurchased.
(c) On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer;
(2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee,...
Special Put Option. 10.4.1 If no Credit Event has occurred by 1 April 2022, each of the Bondholders shall have a right of pre-payment (the "Special Put Option") of its Bonds at a price of 102% of par plus accrued interest.
10.4.2 If the Special Put Option is triggered, the Issuer shall give written notice thereof to the Bond Trustee no later than 6 April 2022 (the "Issuer Notice"). The Special Put Option must be exercised by each Bondholder within 15 Business Days of the Issuer Notice by written notice to its Account Manager (the "Exercise Notice"). Once an Exercise Notice has been delivered, the relevant Bondholder's right to exercise the Special Put Option is irrevocable and will not be affected by any subsequent events.
10.4.3 The Account Manager will notify the Paying Agent of the exercise of the Special Put Option. The settlement date for the Special Put Option will be the fifth Business Day after the end of the 15 Business Days' exercise period referred to paragraph b) above, and the settlement of the Special Put Option will be based on each Bondholder's holding of Bonds at such settlement date."
4.16 Clause 13.3 (b) (Mergers) of the Bond Agreement shall be amended to read: "
Special Put Option. (a) In the event of the expiration of the term of this Agreement pursuant to Section 7.01 (a) hereof prior to December 31, 2020 following a request by BMS to extend the term of this Agreement that is not accepted by Sanofi, BMS shall have the right, exercisable by delivery of Notice to Sanofi, to require Sanofi to purchase from BMS and from the relevant Affiliates of BMS, all of the rights and interests of BMS and its Affiliates to Irbesartan, Clopidogrel, the Products and New Indications and Line Extensions thereof, including, without limitation, BMS’s and its Affiliates’ interests in the SNC Partnership, the Development Agreement and the Co-Promotion Entities and BMS’s and its Affiliates’ intellectual property rights in Irbesartan, Clopidogrel, the Products and New Indications and Line Extensions thereof, for a price (the “Non-Renewal Valuation”) equal to [*]. In the event that the Parties fail to agree on [*] within 60 days of such notice of exercise:
(i) each Party shall, within 15 days of the expiration of such 60-day period, submit to an investment banking firm not having any substantial relationship with either Party, and reasonably acceptable to each Party (an “Independent Firm”), a proposed [*], together with documentation supporting such [*] (each such submission, a “[*]”); SS_NYL2/171613 2 (PA_1/79522 2) * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
(ii) if the difference between the two [*] is [*], the [*] shall be [*];
(iii) in all other cases, the Independent Firm shall select, within 15 days of receipt of the [*] and supporting documentation, one of the [*] submitted to it as the [*] and shall not select any other number as the [*], and such [*] shall be the [*] used in determining the Non-Renewal Valuation and shall not be subject to contest; and
(iv) the fees and expenses of the Independent Firm shall be split equally between the Parties.
(b) On the date that has been mutually agreed to by the Parties, which shall be no later than sixty (60) days after the final determination of the [*] in accordance with this Section 7.08, (i) Sanofi shall pay an amount equal to the Non-Renewal Valuation by wire transfer, in immediately available funds, to the bank account of BMS notified to Sanofi at least two business days prior to the date of such purchase and sale, (ii) BMS shall deliver or assign, to Sanofi or its designated Affiliates, its and all of its Affiliates’ rig...