Examples of Fundamental Change Purchase Right in a sentence
Unless the Notes are converted pursuant to ARTICLE 12 or are purchased or subject to purchase under the Fundamental Change Purchase Right provisions of ARTICLE 3, the principal amount of, and all accrued and unpaid Special Interest, if any, on, the Notes shall be payable in full on the Maturity Date.
Any Fundamental Change Purchase Notice sent to DTC by a Holder or by a broker, dealer, commercial bank, trust company or other nominee on a Holder’s behalf, and transmitted by DTC to the Paying Agent, will acknowledge, on behalf of DTC and the Holder, an agreement to be bound by the terms of the Fundamental Change Purchase Right, including those set forth in “Section 3.2 — Agreement to be Bound by the Terms of the Fundamental Change Purchase Right” below.
To exercise Fundamental Change Purchase Right, a holder of a beneficial interest in a Global Note must comply with the Depositary’s procedures for tendering a beneficial interest in such Global Note.
There are no financing conditions in connection with the Company’s obligation to consummate the Fundamental Change Purchase Right.
Accordingly, the forward-looking statements should be evaluated with consideration given to the risks and uncertainties that could cause actual results and events to differ materially from those contemplated by the forward-looking statements, including the possibility that there will be material changes in the value of Lennar Class A and Class B common stock, that, if known, might have affected a Noteholder’s decision whether to exercise the Fundamental Change Purchase Right.
The Fundamental Change Purchase Right is subject, in all respects, to the terms and conditions of the Indenture, the Notes and this Offer to Purchase and Notice of Fundamental Change Notice, Make-Whole Fundamental Change and Entry into Supplemental Indenture (this “Notice”) and any related notice materials, as amended and supplemented from time to time.
The remainder of this Notice of Fundamental Change contains more detailed information regarding the Fundamental Change Purchase Right.
Subject to the discussion under “— Backup Withholding and Information Reporting” below, a non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the disposition of Shares pursuant to the exercise of the Fundamental Change Purchase Right unless (i) such gain is “effectively connected” with a trade or business of the non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to the non-U.S.
Notwithstanding anything to the contrary in the Indenture, the Notes or the Establishing Certificate, there shall be no purchase of any Notes pursuant to this Article 13 if there has occurred and is continuing an Event of Default with respect to the Notes, other than an Event of Default that would be cured by the payment of the consideration payable as herein provided for the repurchase of Notes as to which the related Fundamental Change Purchase Right has been exercised.
If you exercise your Fundamental Change Purchase Right by delivering a Fundamental Change Repurchase Notice with respect to your Debentures, you will not be able to convert such Debentures unless you validly withdraw your Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time.