Change of Control Offer. Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") the outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14. Within 30 days of the occurrence of a Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating: (a) that a Change of Control Offer is being made pursuant to this covenant and that all Notes validly tendered will be accepted for payment; (b) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date")); (c) that any Note not validly tendered will continue to accrue interest; (d) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (e) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (f) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder is withdrawing his election to have such Notes purchased; (g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; (h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and (i) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. 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 Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Company Issuer shall be obligated to make an offer to purchase (the "Change of Control Offer") the all outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon interest, if any, to the Change of Control Payment Date (as defined) in accordance with the procedures set forth in this Section 4.14. below.
(b) Within 30 days of the occurrence of a Change of Control, the Company Issuer shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jone▇ ▇▇▇▇▇ News s Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes purchased;
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, ; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall promptly mail to each Holder holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Company Issuer shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) indebtedness that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated indebtedness or Preferred Stock in the event of a change of control, the Issuer shall not consummate any such offer or distribution with respect to such subordinated indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the holders of Notes that have accepted the Issuer's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to holders of the Notes and (ii) the Issuer will not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change in Control under this Indenture. The 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue thereof.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") the all outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date Date, in accordance with the procedures set forth in this Section 4.14. 10.15.
(b) Within 30 days of the occurrence of a Change of ControlControl Triggering Event, the Company shall (i1) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii2) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register of the Notes maintained by the Registrar of the NotesSecurity Registrar, a notice stating:
(aA) that a the Change of Control Offer is being made pursuant to this covenant Section 10.15 and that all Notes validly tendered will be accepted for payment;
(bB) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(cC) that any Note not validly tendered will continue to accrue interest;
(dD) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant 106 to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(eE) that Holders accepting the offer to have their Notes a Note purchased pursuant to a any Change of Control Offer will be required to surrender the Notes 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 Business Day preceding the Change of Control Payment Date;
(fF) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes Note purchased;
(gG) that Holders whose Notes are being purchased only in part will be issued new Notes Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the Notes surrendered, provided, ; PROVIDED that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $US$1,000 and integral multiples thereofof US$1,000;
(hH) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(iI) the name and address of the Paying Agent. .
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent money sufficient to pay the purchase price Change of Control Purchase Price of all Notes or portions thereof so properly tendered and (iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Purchase Price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided PROVIDED that each such new Note shall be issued in an original principal amount in denominations of $US$1,000 and integral multiples of US$1,000.
(1) If the Company or any Restricted Subsidiary has issued any outstanding (A) Debt that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control 107 Offer or to make a distribution with respect to such subordinated Debt or Preferred Stock in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such subordinated Debt or Preferred Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (2) the Company shall not issue Debt that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Debt or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. 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 Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.15 by virtue thereof.
Appears in 1 contract
Sources: Indenture (Norske Skog Canada LTD)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Company shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) the all outstanding PIK Toggle Notes at a purchase price (the "“Change of Control Purchase Price"”) equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date Date, in accordance with the procedures set forth in this Section 4.14. 10.13.
(b) Within 30 days of the occurrence of a Change of ControlControl Triggering Event, the Company shall (i1) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii2) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the its address appearing in the register maintained by the Registrar of the NotesRegister, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 10.13 and that all PIK Toggle Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(c3) that any PIK Toggle Note not validly tendered will continue to accrue interest, to the extent applicable;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes PIK Toggle Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their PIK Toggle Notes purchased pursuant to a any Change of Control Offer will be required to surrender the such PIK Toggle Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such PIK Toggle Notes purchased;
(g7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new Notes PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered, ; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of $1,000 US$1.00 and integral multiples of US$1.00 in excess thereof;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. .
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment PIK Toggle Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent money sufficient to pay the purchase price Change of Control Purchase Price of all PIK Toggle Notes or portions thereof so properly tendered and (iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the purchase price Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of $1,000 US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the time 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Company also will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.13, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notes.
Appears in 1 contract
Sources: First Supplemental Indenture (Catalyst Paper General Partnership)
Change of Control Offer. Upon Notwithstanding anything herein to the occurrence contrary, if a Change of Control occurs, the Borrower shall make an offer to repay all of the Loans outstanding pursuant to the offer described in this Section 2.07(e) (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% (the “Change of Control Payment Rate”) of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repayment.
(i) Prior to or within 30 days following any Change of Control, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") the outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14. Within 30 days of the occurrence of a Change of Control, the Company shall (i) cause a Borrower will deliver notice of the such Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee Administrative Agent and to each Holder Lender, describing the transaction or transactions that constitute, or are expected to constitute, the Change of Control and with the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice statingfollowing information:
(aA) that a Change of Control Offer is being made pursuant to this covenant Section 2.07(e), and that all Notes validly tendered will Loans of Lenders that accept such offer pursuant to such Change of Control Offer (which acceptance by a Lender must be accepted for payment;
(b) in a written notice from such Lender to the Borrower, with a copy to the Administrative Agent, stating that such Lender is accepting the Change of Control Purchase Price Offer and received the Borrower and the purchase Administrative Agent no later than three (3) Business Days prior to the Change of Control Payment Date) will be repaid by the Borrower (such loans, the “CoC Accepted Loans”);
(B) the amount of the Change of Control Payment and the repayment date, which date (which shall will be a Business Day not no earlier than 30 15 days nor later than 60 days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(cC) that any Note Lender that does not validly tendered will accept such Change of Control Offer shall have its Loans remain outstanding and continue to accrue interest;interest in accordance with the terms of this Agreement; and
(dD) that, unless the Company Borrower defaults in the payment of the Change of Control Purchase PricePayment, any Notes accepted for payment pursuant to the Change of Control Offer shall all CoC Accepted Loans will cease to accrue interest after on the Change of Control Payment Date;.
(eii) that Holders accepting the offer to have their Notes purchased Any purchase pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(fthis Section 2.07(e) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder is withdrawing his election to have such Notes purchased;
(g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly tendered made pursuant to the Change applicable provisions of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. 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 Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereofSection 2.07(b)(v).
Appears in 1 contract
Change of Control Offer. Upon the occurrence of a Change of Control, the Company Issuer shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) the each Holder’s outstanding Notes at a purchase price (the "“Change of Control Purchase Price"”) equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon thereon, if any, to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14below. Within 30 days of the occurrence of a Change of Control, the Company Issuer shall (i1) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service and by way of a press release issued on Canada Newswire or similar business news service services in the United States and Canada and (ii2) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a) that a the Change of Control Offer is being made pursuant to this covenant Section 4.21 and that all Notes validly tendered will be accepted for payment;
(b) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(c) that any Note (or portion thereof) not validly tendered will continue to accrue interest;
(d) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes (or portion thereof) accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the their Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;
(g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (i1) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent money sufficient to pay the purchase price Change of Control Purchase Price of all Notes or portions thereof so tendered and (iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof tendered to being purchased by the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Purchase Price for such Notes, and the Company Issuer shall execute and issue, and the Trustee shall promptly authenticate and mail to such each relevant Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and that are integral multiples of U.S.$1.00. Prior to complying with any of the procedures of this Section 4.21, but in any event within 20 days following any Change of Control, the Issuer shall
(1) repay in full all obligations and terminate all commitments under or in respect of all Senior Indebtedness the terms of which prohibit the purchase by the Issuer of the Notes upon a Change of Control in compliance with the terms of this Section 4.21 or offer to repay in full all obligations and terminate all commitments under or in respect of all such Senior Indebtedness and repay the Senior Indebtedness owed to each such lender who has accepted such offer, or
(2) obtain the requisite consents under all such Senior Indebtedness to permit the repurchase of the Notes as described above. The Issuer must first comply with the covenant described in the preceding paragraph before it will be required to purchase Notes in the event of a Change of Control; provided that the Issuer’s failure to comply with the covenant described in the preceding paragraph will constitute an Event of Default described in clause (3) under Section 6.01. Further, (A) if the Issuer or any Restricted Subsidiary thereof has issued any outstanding (1) Indebtedness that is, by its terms, subordinated in right of payment to the Notes or senior in right of payment with respect to Indebtedness of Restricted Subsidiaries (other than under the CMI Credit Facility or any other Senior Indebtedness) or (2) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such Indebtedness or Preferred Stock in the event of a Change of Control, the Issuer shall not consummate any such offer or distribution with respect to such Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders that have accepted the Issuer’s Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders and (B) the Issuer will not issue Indebtedness (not including, for greater certainty, any Acquired Indebtedness) that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change of Control under this Indenture. The Issuer shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. The Issuer 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.21, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.01 by virtue thereof.
Appears in 1 contract
Sources: Indenture (Canwest Media Inc)
Change of Control Offer. Upon the occurrence (a) Within 30 days following any Change of Control (other than a Change of ControlControl that occurs during a Suspension Period), the Company Issuer shall be obligated to make an offer to purchase (the "Change of Control Offer") the all outstanding Notes at a cash purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14. .
(b) Within 30 days of the occurrence of a Change of Control, the Company Issuer shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.14 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their Notes a Note purchased pursuant to a any Change of Control Offer will shall be required to surrender the Notes 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 Business Day preceding the Change of Control Payment Date;
(f6) that Holders will shall be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes Note purchased;
(g7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, ; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and;
(i9) the name and address of the Paying Agent; and
(10) the circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case, after giving effect to the Change of Control). On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the CompanyIssuer. 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 Company Issuer shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner and at the time and otherwise in compliance with this Section 4.14, and (ii) purchases all Notes validly tendered and not withdrawn under the Change of Control Offer. The Issuer 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.14, 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.
Appears in 1 contract
Change of Control Offer. Upon Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of ControlControl Triggering Event, the Company shall be obligated to notify the Trustee in writing of such proposed occurrence or occurrence, as the case may be, and shall make an offer to purchase (the "Change of Control Offer") the outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101100% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this Section 4.14covenant. Within 30 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of ControlControl Triggering Event, the Company also shall (ia) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (iib) send by first-class mail, postage prepaid, to the Trustee and to each Holder holder of the Notes, at the his address appearing in the register of the Notes maintained by the Registrar of the NotesSecurity Registrar, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant and that all Notes validly tendered will be accepted for payment, provided that a Change of Control Triggering Event has occurred and otherwise subject to the terms and conditions set forth herein;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 50 days from the date such notice is mailed and no later than 15 days after the date of the corresponding Change of Control Triggering Event) (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f6) that Holders holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderholder, the principal amount of the Notes delivered for purchase, and a statement that such holder is withdrawing his election to have such Notes purchased;
(g7) that Holders holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;; and
(h) 8) any other procedures that a Holder holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i) . Notwithstanding any other provision of this Section 2.5, in the name and address case of a notice of a Change of Control Offer that is being furnished by the Company with respect to a proposed Change of Control that has not yet actually occurred, the Company may specify in such notice that holders of the Paying AgentNotes shall be required to notify the Company, by a date not earlier than the date (the "Proposed Change of Control Response Date") which is 30 days from the date of such notice, as to whether such holders will tender their Notes for payment pursuant to the Change of Control Offer and to notify the Company of the principal amount of such Notes to be so tendered (with the failure of any holder to so notify the Company within such 30-day period to be deemed an election of such holder not to accept such Change of Control Offer). In such event, the Company shall have the option, to be exercised by a subsequent written notice to be sent, no later than 15 days after the Proposed Change of Control Response Date, to the same Persons to whom the original notice of the Change of Control Offer was sent, to cancel or otherwise effect the termination of the proposed Change of Control and to rescind the related Change of Control Offer, in which case the then outstanding Change of Control Offer shall be deemed to be null and void and of no further effect. On the Change of Control Payment Date, the Company shall, to the extent lawful, shall (ia) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, (iib) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iiic) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (prior to, on or after, as the case may be, the tender of such Notes pursuant to the Change of Control Offer, by the holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Indenture or (b) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Purchase Price with respect to such Notes). In the event that the Company is required to make a Change of Control Offer, the Company will comply with all applicable tender offer rules including Rule 14e-1 under the Exchange Act, to the extent applicable.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Adelphia Communications Corp)
Change of Control Offer. Upon Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of ControlControl Triggering Event, the Company shall be obligated to notify the Trustee in writing of such proposed occurrence or occurrence, as the case may be, and shall make an offer to purchase (the "Change of Control Offer") the outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101100% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this Section 4.14covenant. Within 30 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of ControlControl Triggering Event, the Company also shall (ia) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (iib) send by first-class mail, postage prepaid, to the Trustee and to each Holder holder of the Notes, at the his address appearing in the register of the Notes maintained by the Registrar of the NotesSecurity Registrar, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant and that all Notes validly tendered will be accepted for payment, provided that a Change of Control Triggering Event has occurred and otherwise subject to the terms and conditions set forth herein;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 50 days from the date such notice is mailed and no later than 15 days after the date of the corresponding Change of Control Triggering Event) (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f6) that Holders holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderholder, the principal amount of the Notes delivered for purchase, and a statement that such holder is withdrawing his election to have such Notes purchased;
(g7) that Holders holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;; and
(h) 8) any other procedures that a Holder holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i) . Notwithstanding any other provision of this Section 2.5, in the name and address case of a notice of a Change of Control Offer that is being furnished by the Company with respect to a proposed Change of Control that has not yet actually occurred, the Company may specify in such notice that holders of the Paying AgentNotes shall be required to notify the Company, by a date not earlier than the date (the "Proposed Change of Control Response Date") which is 30 days from the date of such notice, as to whether such holders will tender their Notes for payment pursuant to the Change of Control Offer and to notify the Company of the principal amount of such Notes to be so tendered (with the failure of any holder to so notify the Company within such 30-day period to be deemed an election of such holder not to accept such Change of Control Offer). In such event, the Company shall have the option, to be exercised by a subsequent written notice to be sent, no later than 15 days after the Proposed Change of Control Response Date, to the same Persons to whom the original notice of the Change of Control Offer was sent, to cancel or otherwise effect the termination of the proposed Change of Control and to rescind the related Change of Control Offer, in which case the then outstanding Change of Control Offer shall be deemed to be null and void and of no further effect. On the Change of Control Payment Date, the Company shall, to the extent lawful, shall (ia) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, (iib) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iiic) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (prior to, on or after, as the case may be, the tender of such Notes pursuant to the Change of Control Offer, by the holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Indenture or (b) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Purchase Price with respect to such Notes). In the event that the Company is required to make a Change of Control Offer, the Company will comply with all applicable tender offer rules including Rule 14e-1 under the Exchange Act, to the extent applicable.
Appears in 1 contract
Sources: First Supplemental Indenture (Adelphia Communications Corp)
Change of Control Offer. Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") the each holder's outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon interest, if any, to the Change of Control Payment Date (as defined) in accordance with the procedures set forth in this Section 4.14below. Within 30 days of the occurrence of a Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.20 and that all Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day business day preceding the Change of Control Payment Date;
(f6) that Holders holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes purchased;
(g7) that Holders holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, ,
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ,
(ii2) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and and
(iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Officer's Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holderholder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. If the Credit Agreement is in effect, or any amounts are owing thereunder or in respect thereof, at the time of the occurrence of a Change of Control, prior to the mailing of the notice to holders described in the second preceding paragraph, but in any event within 30 days following any Change of Control, the Company covenants to:
(1) repay in full all obligations and terminate all commitments under or in respect of the Credit Agreement and all other Senior Indebtedness the terms of which require repayment upon a Change of Control or offer to repay in full all obligations and terminate all commitments under or in respect of the Credit Agreement and all such Senior Indebtedness and repay the Indebtedness owed to each such lender who has accepted such offer; or
(2) obtain the requisite consents under the Credit Agreement and all such other Senior Indebtedness to permit the repurchase of the Notes as described above. The Company must first comply with the covenant described in the preceding sentence before it shall be required to purchase Notes in the event of a Change of Control; provided that the Company's failure to comply with the covenant described in the preceding sentence constitutes an Event of Default described in clause (3) under Section 6.01 below if not cured within 30 days after the notice required by such clause. As a result of the foregoing, a holder of the Notes may not be able to compel the Company to purchase the Notes unless the Company is able at the time to refinance all of the obligations under or in respect of the Credit Agreement and all such other Senior Indebtedness or obtain requisite consents under the Credit Agreement and all such other Senior Indebtedness. In the event (1) if the Company or any Restricted Subsidiary thereof has issued any outstanding (a) indebtedness that is subordinated in right of payment to the Notes or (b) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a change of control offer or to make a distribution with respect to such subordinated indebtedness or Preferred Stock in the event of a change of control, the Company shall not consummate any such offer or distribution with respect to such subordinated indebtedness or Preferred Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the holders of Notes that have accepted the Company's change of control offer and shall otherwise have consummated the change of control offer made to holders of the Notes and (2) the Company will not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change in Control under the Indenture. The Company will comply with the requirements of Rule 14e-1 of 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 the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.20 by virtue thereof.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Company Borrower shall be obligated required to make an offer to purchase each of the Lenders to prepay all of the Loans then outstanding pursuant to the offer described below (the "“Change of Control Offer"”) the outstanding Notes at a purchase price in cash (the "“Change of Control Purchase Price"Payment”) equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest thereon to interest, if any, to, but not including, the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14Date. Within (A) in the case of a Change of Control under clause (3) of the definition thereof, which has not resulted from the Borrower being taken private by one or more Permitted Holders, within 365 days following such Change of Control and (B) in all other cases, 30 days of the occurrence of a following any Change of Control, the Company Borrower shall (i) cause a send notice of the such Change of Control Offer to be sent at least once to Administrative Agent (and Administrative Agent shall forward the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and same to each Holder of the NotesLenders), at with the address appearing in the register maintained by the Registrar of the Notes, a notice statingfollowing information:
(ai) that a Change of Control Offer is being made pursuant to this covenant Section 2.9 and that all Notes validly properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(bii) the purchase price and the purchase date, which (x) with respect to a Change of Control Purchase Price and the purchase date referenced in clause (which shall B) above, will be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered to Administrative Agent and (y) with respect to a Change of Control referenced in clause (A) above shall be no later than 365 days following such Change of Control (the "“Change of Control Payment Date")”);
(ciii) that any Note not validly properly tendered to Administrative Agent will remain outstanding and continue to accrue interest;
(div) that, unless the Company Borrower defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on, but not including, the Change of Control Payment Date;
(ev) that Holders accepting the offer Lenders electing to have their any Notes purchased pursuant to a Change of Control Offer will be required to surrender the their respective Notes to the Paying Administrative Agent at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date;; and
(fb) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment DateOffer is delivered prior to the occurrence of a Change of Control, a telegram, telex, facsimile transmission or letter setting forth stating that the name Change of Control Offer is conditional on the Holder, the principal amount occurrence of the Notes delivered for purchase, and a statement that such holder is withdrawing his election to have such Notes purchased;Change of Control.
(gc) that Holders whose Notes are being purchased only in part will The Borrower shall not be issued new Notes equal in principal amount required to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) any other procedures that a Holder must follow to accept make a Change of Control Offer or effect withdrawal of such acceptance; and
(i) the name and address of the Paying Agent. On the following a Change of Control Payment Dateif a notice of prepayment has been given pursuant to this Agreement as described under Section 2.8, unless and until there is a default in payment of the Company shall, applicable Prepayment Price. Notwithstanding anything to the extent lawfulcontrary herein, (i) accept for payment Notes or portions thereof validly tendered pursuant to the a Change of Control OfferOffer may be made in advance of a Change of Control, (ii) deposit with the Paying Agent money sufficient to pay the purchase price conditional upon such Change of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. 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 Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereofControl.
Appears in 1 contract
Sources: Term Loan Agreement (SeaCube Container Leasing Ltd.)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus any accrued and unpaid interest thereon to to, but excluding, the date of repurchase (the “Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14Payment”). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent paying agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall which unpurchased portion must be in equal to $2,000 or an original principal amount in denominations integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder, to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer or effect withdrawal provisions of this Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient paying agent an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers' ’ Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent paying agent shall promptly mail deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company Trustee or the Authentication Agent shall execute and issuepromptly authenticate, subject to the provisions hereof, and the Trustee shall promptly authenticate and mail deliver to each such Holder, Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount in denominations of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall 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 integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, 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.
Appears in 1 contract
Sources: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") the all outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14. 4.15.
(b) Within 30 days of the occurrence of a Change of ControlControl Triggering Event, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register of the Notes maintained by the Registrar of the NotesRegistrar, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.15 and that all Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their Notes a Note purchased pursuant to a any Change of Control Offer will be required to surrender the Notes 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 Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes Note purchased;
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, ; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $US$1,000 and integral multiples thereofof US$1,000;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so properly tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. 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 Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $US$1,000 and integral multiples of US$1,000.
(i) If the Company or any Restricted Subsidiary thereof has issued any outstanding (A) Debt that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Debt or Preferred Stock in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such subordinated Debt or Preferred Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (ii) the Company shall not issue Debt that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Debt or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. 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 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 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.
Appears in 1 contract
Sources: Indenture (Norske Skog Canada LTD)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to C$2,000 or an integral multiple of C$1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus any accrued and unpaid interest thereon to to, but excluding, the date of repurchase (the “Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14Payment”). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause mail a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed (the "“Change of Control Payment Date")”);
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent paying agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased which unpurchased portion must be equal to C$2,000 or an integral multiple of C$1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder, to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer or effect withdrawal provisions of this Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient paying agent an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers' ’ Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent paying agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company shall execute and issue, and Trustee or the Trustee Authentication Agent shall promptly authenticate authenticate, subject to the provisions hereof, and mail to each such Holder, Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount of C$2,000 or an integral multiple of C$1,000 in denominations excess thereof. The Company shall not be required to make a Change of $1,000 Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, 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.
Appears in 1 contract
Sources: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Company Issuer shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) the all outstanding Notes at a purchase price (the "“Change of Control Purchase Price"”) equal to 101100% of the principal amount thereof plus any accrued and unpaid interest thereon interest, if any, to the Change of Control Payment Date (as defined) in accordance with the procedures set forth in this Section 4.14. below.
(b) Within 30 days of the occurrence of a Change of Control, the Company Issuer shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes purchased;
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, ; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall promptly mail to each Holder holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Company Issuer shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) indebtedness that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated indebtedness or Preferred Stock in the event of a change of control, the Issuer shall not consummate any such offer or distribution with respect to such subordinated indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the holders of Notes that have accepted the Issuer’s Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to holders of the Notes and (ii) the Issuer will not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change in Control under this Indenture. The 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue thereof.
Appears in 1 contract
Sources: Indenture (Elk Horn Coal Co LLC)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer to purchase described below (the "Change of Control OfferCHANGE OF CONTROL OFFER") the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest thereon to but excluding the Change date of Control Payment Date in accordance with repurchase (the procedures set forth in this Section 4.14"CHANGE OF CONTROL PAYMENT"). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause mail a notice of the Change of Control Offer to be sent at least once each Holder, with a copy to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mailTrustee, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.18 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE"));
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall which unpurchased portion must be equal to $1,000 in an original principal amount in denominations or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder, to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.18, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Indenture or effect withdrawal the First Supplemental Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount in denominations of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.18, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.18. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a national newspaper of general circulation, the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall 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 integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.18 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Sources: First Supplemental Indenture (Iron Mountain Inc/Pa)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Company Issuer shall be obligated to make an offer to purchase (the "Change of Control Offer") the all outstanding Notes at a cash purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14. 4.15.
(b) Within 30 days of the occurrence of a Change of Control, the Company Issuer shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.15 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that such Change of Control Offer shall remain open for at least 20 Business Days and that Holders accepting the offer to have their Notes a Note purchased pursuant to a any Change of Control Offer will shall be required to surrender the Notes 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 Business Day preceding the Change of Control Payment Date;
(f6) that Holders will shall be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes Note purchased;
(g7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, ; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the CompanyIssuer. 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 Company Issuer shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) Indebtedness that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a Change of Control, the Issuer shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Issuer's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (ii) the Issuer shall not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. The Issuer 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Issuer is not required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner and at the time and otherwise in compliance with this Section 4.15, and (ii) purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Sources: Indenture (Ipsco Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to £100,000 or an integral multiple of £1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus any accrued and unpaid interest thereon to to, but excluding, the date of repurchase (the “Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14Payment”). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased which unpurchased portion must be equal to £100,000 or an integral multiple of £1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder, to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer or effect withdrawal provisions of this Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee or the Paying Agent the Notes so accepted together with an Officers' ’ Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company Trustee or the Authentication Agent shall execute and issuepromptly authenticate, subject to the provisions hereof, and the Trustee shall promptly authenticate and mail deliver to each such Holder, Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount of £100,000 or an integral multiple of £1,000 in denominations excess thereof. The Company shall not be required to make a Change of $1,000 Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, 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.
Appears in 1 contract
Sources: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer to purchase described below (the "Change of Control OfferCHANGE OF CONTROL OFFER") the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest thereon to but excluding the Change date of Control Payment Date in accordance with repurchase (the procedures set forth in this Section 4.14"CHANGE OF CONTROL PAYMENT"). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause mail a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE"));
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall which unpurchased portion must be equal to $1,000 in an original principal amount in denominations or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control Offer Control. To the extent that the provisions of any securities laws or effect withdrawal regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Indenture or the First Supplemental Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount in denominations of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.17, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.17. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a national newspaper of general circulation, the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall 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 integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Sources: First Supplemental Indenture (Iron Mountain Inc/Pa)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") the all outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date Date, in accordance with the procedures set forth in this Section 4.14. 10.15.
(b) Within 30 days of the occurrence of a Change of ControlControl Triggering Event, the Company shall (i1) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii2) send by first-class mailclassmail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register of the Notes maintained by the Registrar of the NotesSecurity Registrar, a notice stating:
(aA) that a the Change of Control Offer is being made pursuant to this covenant Section 10.15 and that all Notes validly tendered will be accepted for payment;
(bB) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(cC) that any Note not validly tendered will continue to accrue interest;
(dD) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(eE) that Holders accepting the offer to have their Notes a Note purchased pursuant to a any Change of Control Offer will be required to surrender the Notes 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 Business Day preceding the Change of Control Payment Date;
(fF) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes Note purchased;
(gG) that Holders whose Notes are being purchased only in part will be issued new Notes Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the Notes surrendered, provided, ; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $US$1,000 and integral multiples thereofof US$1,000;
(hH) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(iI) the name and address of the Paying Agent. .
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent money sufficient to pay the purchase price Change of Control Purchase Price of all Notes or portions thereof so properly tendered and (iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Purchase Price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $US$1,000 and integral multiples of US$1,000.
(1) If the Company or any Restricted Subsidiary has issued any outstanding (A) Debt that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control 107 Offer or to make a distribution with respect to such subordinated Debt or Preferred Stock in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such subordinated Debt or Preferred Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (2) the Company shall not issue Debt that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Debt or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. The Company 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 in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.15 by virtue thereof.
Appears in 1 contract
Sources: Indenture (Norske Skog Canada LTD)
Change of Control Offer. Upon (a) In the occurrence event of a Change of Control, which event shall constitute a triggering event and thus an event of failure under the Company shall be obligated to terms of this Indenture within the meaning of subparagraph 212(1)(b)(vii) of the Income Tax Act (Canada), the Issuers will make an offer to purchase repurchase (the "“Change of Control Offer"”) the each Holder’s outstanding Notes at a purchase price (the "“Change of Control Purchase Price"”) equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon interest, if any, to the Change of Control Payment Date (as defined) in accordance with the procedures set forth in this Section 4.14. below.
(b) Within 30 days of the occurrence of a Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, Issuers will mail to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.18 and that all Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company defaults Issuers default in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes Notes, with the form entitled “Option of the 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 Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes purchased;
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. .
(c) On the Change of Control Payment Date, the Company shallIssuers will, to the extent lawful, ,
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money U.S. legal tender sufficient to pay the purchase price Change of Control Purchase Price of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof tendered to and accepted for payment by the CompanyIssuers in accordance with this Section 4.18(c). The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Purchase Price for such Notes, and the Company Issuers shall execute and issue, the Guarantors shall endorse thereon their Guarantee, and the Trustee shall promptly authenticate and mail make available for delivery to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $US$1,000 and integral multiples thereof. The Issuers will publicly announce the results of the Change of Control Offer on the Change of Control Payment Date.
(d) Prior to complying with any of the procedures of this Section 4.18, but in any event within 30 days following any Change of Control, the Issuers covenant to:
(1) repay in cash in full all Obligations and terminate all commitments under or in respect of all Senior Indebtedness the terms of which prohibit the purchase by the Issuers of the Notes upon a Change of Control in compliance with the terms of this Section 4.18 or offer to repay in cash in full all Obligations and terminate all commitments under or in respect of all such Senior Indebtedness and repay the Senior Indebtedness owed to each such lender who has accepted such offer; or
(2) obtain the requisite consents under all such Senior Indebtedness to permit the repurchase of the Notes as described above. The Issuers must first comply with the covenant described in the preceding sentence before they will be required to purchase Notes in the event of a Change of Control; provided that the Issuers’ failure to comply with the covenant described in the preceding sentence will constitute an Event of Default described in clause (c) under Section 6.01.
(e) In addition, (1) if any Issuer or any Guarantor has outstanding any Indebtedness that is subordinated in right of payment to the Notes or the Guarantees or has any Preferred Stock outstanding and such Issuer or such Guarantor is required to make a change of control offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a Change of Control, such Issuer or such Guarantor will not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuers have paid the Change of Control Purchase Price to the Holders that have accepted the Issuers’ Change of Control Offer and must otherwise have consummated the Change of Control Offer and (2) the Issuers and the Guarantors will not issue Indebtedness that is subordinated in right of payment to the Notes or the Guarantees and will not issue any Preferred Stock, as applicable, with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change in Control.
(f) The Issuers will not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all of the Notes or portions of the Notes properly tendered and not withdrawn under such Change of Control Offer.
(g) The 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this
Appears in 1 contract
Sources: Indenture (3055854 Nova Scotia Co)
Change of Control Offer. (i) Upon the occurrence of a Change of Control, the Company shall be obligated to Borrower will make an irrevocable written offer to purchase (the "a “Change of Control Offer"”) the outstanding Notes at a purchase price to each Lender to prepay all or any part (the "Change of Control Purchase Price") equal to 101% $1,000 or an integral multiple of $1,000) of the principal of such Lender’s Loans in an amount thereof equal to 100% of such principal amount to be prepaid plus any a premium of 1.00% thereon, together with accrued and unpaid interest thereon on such principal amount to the date of such prepayment purchase (the “Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14Payment”). Within 30 days of the occurrence of a two Business Days following any Change of Control, the Company shall (i) cause will mail a notice of to each Lender and the Administrative Agent describing the transaction or transactions that constitute the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(aA) that a the Change of Control Offer is being made pursuant to this covenant Section 2.09(b) and that all Notes validly tendered principal with respect to which any Lender designates for prepayment will be accepted for paymentprepaid;
(bB) the Change of Control Purchase Price Payment and the purchase date (date, which shall be a Business Day not no earlier than 30 15 days nor and no later than 60 30 days from the date such notice is mailed (the "“Change of Control Payment Date")”);
(cC) that each Lender electing to have all or any Note not validly tendered will continue to accrue interest;
(d) that, unless the Company defaults in the payment part of the Change principal of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e) that Holders accepting the offer to have their Notes purchased its Loans prepaid pursuant to a Change of Control Offer will be required to surrender so notify the Notes Administrative Agent (with a copy to the Paying Agent at Borrower) in writing of the address specified principal amount of such Loans to be prepaid in connection with the notice Change of Control Offer prior to the close of business on the third Business Day preceding the Change of Control Payment Date;; and
(fD) that Holders each Lender who has given the written notice described in clause (D) above will be entitled to withdraw their acceptance its election if the Paying Administrative Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holdersuch Lender, the principal amount of the Notes delivered its Loans with respect to which it has designated for purchaseprepayment, and a statement that such holder Lender is withdrawing his its election to have such Notes purchased;principal amount so prepaid. If the Administrative Agent receives any such withdrawal notice, it shall promptly provide a copy of the same to the Borrower.
(gii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company Borrower will pay to the Administrative Agent an amount equal to the Change of Control Payment in respect of the aggregate principal amount of all Loans with respect to which the Lenders thereof have designated for prepayment pursuant to written notices delivered in accordance with clause (i)(D) above (and with respect to which no such Lender subsequently withdrew such written notice pursuant to a withdrawal notice delivered in accordance with clause (i)(E) above). The Administrative Agent shall, to the extent lawfulof the funds received by the Borrower, (i) accept for payment Notes or portions thereof validly tendered pursuant promptly deliver to each such Lender the Change of Control Offer, (ii) deposit with Payment in respect of the Paying Agent money sufficient to pay the purchase price aggregate principal amount of all Notes or portions Loans with respect to which such Lender thereof so tendered had designated for prepayment pursuant to a written notice delivered in accordance with clause (i)(D) above (and with respect to which such Lender did not subsequently withdraw such written notice pursuant to a withdrawal notice delivered in accordance with clause (iiii)(E) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. 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 Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereofabove).
Appears in 1 contract
Change of Control Offer. Upon Within 10 days of the occurrence of a Fundamental Change of Control, the Company shall be obligated to notify the Trustee in writing of such occurrence and shall make an offer to purchase (the "Fundamental Change of Control Offer") the outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101100% of the principal amount thereof plus any accrued and unpaid interest thereon to the Fundamental Change of Control Payment Date (as hereinafter defined) (the "Fundamental Change Purchase Price") in accordance with the procedures set forth in this Section 4.14covenant. Within 30 10 days of the occurrence of a Fundamental Change of Control, the Company also shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the his address appearing in the register maintained by the Registrar of the NotesSecurity Register, a notice stating:
(a1) that a the Fundamental Change of Control Offer is being made pursuant to this covenant and that all Notes validly tendered will be accepted for payment, provided that a Fundamental Change has occurred and otherwise subject to the terms and conditions set forth herein;
(b2) the Fundamental Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed and no later than 30 Business Days after the date of the notice of the corresponding Fundamental Change) (the "Fundamental Change of Control Payment Date"));
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Fundamental Change of Control Purchase Price, any Notes accepted for payment pursuant to the Fundamental Change of Control Offer shall cease to accrue interest after the Fundamental Change of Control Payment Date;
(e5) that Holders accepting the offer to have their Notes purchased pursuant to a Fundamental Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Fundamental Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Fundamental Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes purchased;
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;; and
(h) 8) any other procedures that a Holder must follow to accept a Fundamental Change of Control Offer or effect withdrawal of such acceptance; and
(i) the name and address of the Paying Agent. On the Fundamental Change of Control Payment Date, the Company shall, to the extent lawful, shall (ia) accept for payment Notes or portions thereof validly tendered pursuant to the Fundamental Change of Control Offer, (iib) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iiic) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. 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 Company shall execute and issue, issue and the Trustee shall promptly authenticate and mail to such Holder, Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. The Company shall not be required to make a Fundamental Change Offer following a Fundamental Change if a third party makes the Fundamental Change Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Fundamental Change Offer made by the Company and purchases all of the Notes validly tendered and not withdrawn under such Fundamental Change Offer. The Company shall also offer to purchase all Notes not previously called for redemption or repurchase, if at any time, (1) the Rigas Family or any of its Affiliates purchases, in a transaction or series of transactions, shares of Class A Common Stock, and solely as a result of such purchases, the aggregate number of shares of Class A Common Stock held by the Rigas Family and its Affiliates exceeds 70% of the total number of shares of Class A Common Stock issued and outstanding at such time and (2) the closing price per share of the Class A Common Stock for any five (5) trading days within the period of the ten (10) consecutive trading days immediately after the later of the last date of such purchase or the public announcement of such purchase is less than 100% of the Conversion Price of the Notes in effect on each of those trading days. For purposes of this Indenture such event shall constitute a Change of Control and the Company shall follow procedures substantially similar to the procedures for a Fundamental Change Offer as set forth in this Indenture. The Notes purchased pursuant to this paragraph shall be purchased at a price equal to 100% of the aggregate principal amount of the Notes to be purchased together with the interest accrued to, but excluding, the purchase date. For purposes of the foregoing paragraph, a purchase shall not include any shares of Class A Common Stock acquired by the Rigas Family or its Affiliates as a result of the exchange or conversion of shares of the Company's Class B Common Stock, and the calculation of the number of shares of Class A Common Stock held by the Rigas Family and its Affiliates shall not include securities exchangeable or convertible into shares of Class A Common Stock. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (prior to, on or after, as the case may be, the tender of such Notes pursuant to the Fundamental Change Offer, by the Holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Indenture or (b) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Purchase Price with respect to such Notes). In the event that the Company is required to make (or to follow procedures substantially similar to) a Fundamental Change Offer, the Company will comply with all applicable tender offer rules including Rule 14e-1 under the Exchange Act, to the extent applicable.
Appears in 1 contract
Sources: First Supplemental Indenture (Adelphia Communications Corp)
Change of Control Offer. Upon the occurrence of a Change of Control, the Company Issuer shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) the each Holder’s outstanding Notes at a purchase price (the "“Change of Control Purchase Price"”) equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon thereon, if any, to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14below. Within 30 days of the occurrence of a Change of Control, the Company Issuer shall (i1) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service and by way of a press release issued on Canada Newswire or similar business news service services in the United States and Canada and (ii2) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a) that a the Change of Control Offer is being made pursuant to this covenant Section 4.20 and that all Notes validly tendered will be accepted for payment;
(b) the Change of Control Purchase Price and the purchase date (which shall be a New York Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(c) that any Note (or portion thereof) not validly tendered will continue to accrue interest;
(d) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes (or portion thereof) accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the their Notes to the Paying Agent at the address specified in the notice prior to the close of business on the New York Business Day preceding the Change of Control Payment Date;
(f) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third New York Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;
(g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (i1) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent money sufficient to pay the purchase price Change of Control Purchase Price of all Notes or portions thereof so tendered and (iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof tendered to being purchased by the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Purchase Price for such Notes, and the Company Issuer shall execute and issue, and the Trustee shall promptly authenticate and mail to such each relevant Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 U.S.$1,000 and integral multiples thereof. Further, (A) if the Issuer or any Restricted Subsidiary thereof has issued any outstanding (1) Indebtedness that is, by its terms, subordinated in right of payment to the Notes or the Guarantees or (2) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such Indebtedness or Preferred Stock in the event of a Change of Control, the Issuer shall not consummate any such offer or distribution with respect to such Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders that have accepted the Issuer’s Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders and (B) the Issuer will not issue Indebtedness (not including, for greater certainty, any Acquired Indebtedness) that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change of Control under this Indenture. The Issuer shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. The Issuer 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.20, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.01 by virtue thereof.
Appears in 1 contract
Sources: Indenture (Canwest Media Inc)
Change of Control Offer. (A) Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") the each Holder's outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon interest, if any, to the Change of Control Payment Date (as defined) in accordance with the procedures set forth in this Section 4.14. below.
(B) Within 30 days of the occurrence of a Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the NotesNotes and so long as the Notes are listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange require, publish in a Luxembourg newspaper of general circulation, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder is withdrawing his election to have such Notes purchased;
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent money Euros sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. 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 Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in minimum denominations of $1,000 (Euro)50,000 and integral multiples in increments of (Euro)1,000 above (Euro)50,000.
(C) If the New Senior Credit Facility is in effect, or any amounts are owing thereunder or in respect thereof, at the time of the occurrence of a Change of Control, prior to the mailing of the notice to Holders described in the second preceding paragraph, the Company covenants to:
(1) repay in full all obligations and terminate all commitments under or in respect of the New Senior Credit Facility and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full all obligations and terminate all commitments under or in respect of the New Senior Credit Facility and all such Senior Debt and repay the Indebtedness owed to each such lender who has accepted such offer; or
(2) obtain the requisite consents under the New Senior Credit Facility and all such other Senior Debt to permit the repurchase of the Notes as described above. The Company must first comply with the covenant described in the preceding sentence before it shall be required to purchase Notes in the event of a Change of Control; provided that, notwithstanding the foregoing, the Company's failure to consummate a Change of Control Offer in accordance with the provisions of this Section 4.17 due to the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) under Section 6.01 after the notice required by such clause. As a result of the foregoing, a holder of the Notes may not be able to compel the Company to purchase the Notes unless the Company is able at the time to refinance all of the obligations under or in respect of the New Senior Credit Facility and all such other Senior Debt or obtain requisite consents under the New Senior Credit Facility and all such other Senior Debt.
(1) If the Company or any Restricted Subsidiary thereof has issued any outstanding (a) Indebtedness that is subordinated in right of payment to the Notes or (b) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (2) the Company will not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes tendered pursuant to a Change of Control Offer in the event of a Change in Control under this Indenture.
(E) 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 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 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue thereof.
Appears in 1 contract
Sources: Indenture (Ifco Systems Nv)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus any accrued and unpaid interest thereon to to, but excluding, the date of repurchase (the “Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14Payment”). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased which unpurchased portion must be equal to €100,000 or an integral multiple of €1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder, to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer or effect withdrawal provisions of this Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee or the Paying Agent the Notes so accepted together with an Officers' ’ Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company Trustee or the Authentication Agent shall execute and issuepromptly authenticate, subject to the provisions hereof, and the Trustee shall promptly authenticate and mail deliver to each such Holder, Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount of €100,000 or an integral multiple of €1,000 in denominations excess thereof. The Company shall not be required to make a Change of $1,000 Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, 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.
Appears in 1 contract
Sources: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus any accrued and unpaid interest thereon to to, but excluding, the date of repurchase (the “Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14Payment”). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent paying agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall which unpurchased portion must be in equal to $2,000 or an original principal amount in denominations integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and integral multiples thereof;
(h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i) the name securities laws and address of the Paying Agent. On the Change of Control Payment Date, the Company shallregulations thereunder, to the extent lawful, (i) accept for payment Notes or portions thereof validly tendered pursuant such laws and regulations are applicable to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. 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 Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion repurchase of the Notes surrendered; provided in connection with a Change of Control. To the extent that each such new Note shall be issued in an original principal amount in denominations the provisions of $1,000 and integral multiples thereof.any securities laws or regulations conflict with this
Appears in 1 contract
Sources: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. Upon the occurrence of a Change of Control, the Company Issuer shall be obligated to make an offer to purchase (the "Change of Control Offer") the each Holder's outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon thereon, if any, to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14below. Within 30 days of the occurrence of a Change of Control, the Company Issuer shall (i1) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service and by way of a press release issued on Canada Ne▇▇▇▇▇ News Service ▇e or similar business news service services in the United States and Canada and (ii2) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a) that a the Change of Control Offer is being made pursuant to this covenant Section 4.20 and that all Notes validly tendered will be accepted for payment;
(b) the Change of Control Purchase Price and the purchase date (which shall be a New York Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c) that any Note (or portion thereof) not validly tendered will continue to accrue interest;
(d) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes (or portion thereof) accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the their Notes to the Paying Agent at the address specified in the notice prior to the close of business on the New York Business Day preceding the Change of Control Payment Date;
(f) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third New York Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;
(g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (i1) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent money sufficient to pay the purchase price Change of Control Purchase Price of all Notes or portions thereof so tendered and (iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof tendered to being purchased by the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Purchase Price for such Notes, and the Company Issuer shall execute and issue, and the Trustee shall promptly authenticate and mail to such each relevant Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 U.S.$1,000 and integral multiples thereof. Further, (A) if the Issuer or any Restricted Subsidiary thereof has issued any outstanding (1) Indebtedness that is, by its terms, subordinated in right of payment to the Notes or the Guarantees or (2) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such Indebtedness or Preferred Stock in the event of a Change of Control, the Issuer shall not consummate any such offer or distribution with respect to such Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders that have accepted the Issuer's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders and (B) the Issuer will not issue Indebtedness (not including, for greater certainty, any Acquired Indebtedness) that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change of Control under this Indenture. The Issuer shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. The Issuer 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.20, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.01 by virtue thereof.
Appears in 1 contract
Sources: Indenture (Canwest Media Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus any accrued and unpaid interest thereon to the date of repurchase (the “Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14Payment”). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent paying agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall which unpurchased portion must be in equal to $2,000 or an original principal amount in denominations integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder, to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer or effect withdrawal provisions of this Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient paying agent an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers' ’ Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent paying agent shall promptly mail deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company Trustee or the Authentication Agent shall execute and issuepromptly authenticate, subject to the provisions hereof, and the Trustee shall promptly authenticate and mail deliver to each such Holder, Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount in denominations of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall 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 integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, 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.
Appears in 1 contract
Sources: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of any Change of Control (other than a Change of ControlControl that occurs during a Suspension Period), the Company Issuer shall be obligated to make an offer to purchase (the "Change of Control Offer") the all outstanding Notes at a cash purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon thereon, if any, to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14. 4.15.
(b) Within 30 days of the occurrence of a following any Change of Control, the Company Issuer shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, or cause to be mailed, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.15 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that such Change of Control Offer shall remain open for at least 20 Business Days and that Holders accepting the offer to have their Notes a Note purchased pursuant to a any Change of Control Offer will shall be required to surrender the Notes 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 Business Day preceding the Change of Control Payment Date;
(f6) that Holders will shall be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes Note purchased;
(g7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, ; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the CompanyIssuer. 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 Company Issuer shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) Indebtedness that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a Change of Control, the Issuer shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Issuer's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (ii) the Issuer shall not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. The Issuer 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Issuer is not required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner and at the time and otherwise in compliance with this Section 4.15, and (ii) purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Sources: Indenture (Massey Energy Co)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") the all outstanding Floating Rate Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date Date, in accordance with the procedures set forth in this Section 4.14. 10.13.
(b) Within 30 days of the occurrence of a Change of ControlControl Triggering Event, the Company shall (i1) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇Jo▇▇▇ News ▇ews Service or similar business news service in the United States and (ii2) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the its address appearing in the register maintained by the Registrar of the NotesRegister, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 10.13 and that all Floating Rate Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Floating Rate Note not validly tendered will continue to accrue interest, to the extent applicable;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes Floating Rate Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their Floating Rate Notes purchased pursuant to a any Change of Control Offer will be required to surrender the such Floating Rate Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Floating Rate Notes the Holder delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Floating Rate Notes purchased;
(g7) that Holders whose Floating Rate Notes are being purchased only in part will be issued new Notes Floating Rate Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the Floating Rate Notes surrendered, ; provided, that each Floating Rate Note purchased and each such new Floating Rate Note issued shall be in an original principal amount in minimum denominations of $1,000 US$1.00 and integral multiples of US$1.00 in excess thereof;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. .
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment Floating Rate Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent money sufficient to pay the purchase price Change of Control Purchase Price of all Floating Rate Notes or portions thereof so properly tendered and (iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Floating Rate Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Floating Rate Notes so accepted payment in an amount equal to the purchase price Change of Control Purchase Price for such Floating Rate Notes, and the Company shall execute and issue, and the Trustee Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new Floating Rate Note equal in principal amount to any unpurchased portion of the Floating Rate Notes surrendered; provided provided, that each such new Floating Rate Note shall be issued in an original principal amount in minimum denominations of $1,000 US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the Floating Rate Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the time 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 Floating Rate Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Company also will not be required to make a Change of Control Offer in respect of the Floating Rate Notes to the extent it has previously or concurrently elected to redeem the Floating Rate Notes, and timely redeemed in full the Floating Rate Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of Floating Rate Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.13, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the Floating Rate Notes.
Appears in 1 contract
Sources: Second Supplemental Indenture (Catalyst Paper Corp)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Company shall be obligated to notify the Trustee in writing of such occurrence and shall make an offer to purchase (the "Change of Control Offer") the outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this Section 4.14. 4.15.
(b) Within 30 days of the occurrence of a Change of Control, with respect to the Notes, the Company also shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send mail a notice by first-first class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the his address appearing in the register of the Notes maintained by the Registrar of the NotesRegistrar, a notice stating:
(a1) that a Change in Control has occurred and a Change of Control Offer is being made pursuant to this covenant Section 4.15 and that all such Notes validly timely tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (date, which shall be a Business Day not Day, no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will continue to accrue interest;
Notes (dor portions thereof) that, unless the Company defaults in the accepted for payment of (and duly paid on the Change of Control Purchase Price, any Notes accepted for payment Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e4) that any Notes (or portions thereof) not tendered will continue to accrue interest;
(5) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the such Notes delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes purchased;
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, provided that each Note purchased and each such new Note issued shall be in an original a principal amount in denominations of $1,000 and integral multiples thereof;; and
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and.
(ic) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, shall (ia) accept for payment the Notes or portions thereof validly tendered pursuant to the Change of Control Offer, (iib) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iiic) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating indicating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof.
(d) The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-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 purchase of Notes in connection with a Change of Control Offer made pursuant to this Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer to purchase described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the outstanding Notes at a purchase price aggregate principal amount thereof plus accrued and unpaid interest to but excluding the date of repurchase (the "Change of Control Purchase PricePayment") equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause mail a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall which unpurchased portion must be equal to $1,000 in an original principal amount in denominations or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control Offer Control. To the extent that the provisions of any securities laws or effect withdrawal regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Indenture or the First Supplemental Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount in denominations of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.17, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.17. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a national newspaper of general circulation, the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall 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 integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Sources: First Supplemental Indenture (Iron Mountain Inc/Pa)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Company Issuer shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) the all outstanding Notes at a cash purchase price (the "“Change of Control Purchase Price"”) equal to 101101 % of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14. 4.15.
(b) Within 30 days of the occurrence of a Change of Control, the Company Issuer shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.15 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that such Change of Control Offer shall remain open for at least 20 Business Days and that Holders accepting the offer to have their Notes a Note purchased pursuant to a any Change of Control Offer will shall be required to surrender the Notes 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 Business Day preceding the Change of Control Payment Date;
(f6) that Holders will shall be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such holder ▇▇▇▇▇▇ is withdrawing his election to have such Notes Note purchased;
(g7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, ; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the Notes or portions thereof tendered to the CompanyIssuer. 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 Company Issuer shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of of
$1,000 1 000 and integral multiples thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) Indebtedness that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a Change of Control, the Issuer shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Issuer’s Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (ii) the Issuer shall not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. The Issuer 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Issuer is not required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner and at the time and otherwise in compliance with this Section 4.15, and (ii) purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Sources: Indenture (Ipsco Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to £100,000 or an integral multiple of £1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus any accrued and unpaid interest thereon to the date of repurchase (the “Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14Payment”). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.17 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased which unpurchased portion must be equal to £100,000 or an integral multiple of £1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder, to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer or effect withdrawal provisions of this Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee or the Paying Agent the Notes so accepted together with an Officers' ’ Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company Trustee or the Authentication Agent shall execute and issuepromptly authenticate, subject to the provisions hereof, and the Trustee shall promptly authenticate and mail deliver to such Holder, each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount of £100,000 or an integral multiple of £1,000 in denominations excess thereof. The Company shall not be required to make a Change of $1,000 Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, 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.
Appears in 1 contract
Sources: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Company shall Issuer will be obligated to make an offer to purchase (the "Change of Control Offer") the each holder's outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to (x) 101% of the Accreted Value thereof as of the Change of Control Payment Date (as defined below), if the Change of Control Payment Date is on or prior to August 1, 2002, or (y) 101% of the principal amount thereof at maturity, plus any accrued and unpaid interest thereon interest, if any, to the Change of Control Payment Date, if the Change of Control Payment Date is after August 1, 2002, in each case in accordance with the procedures set forth in this Section 4.14. below.
(b) Within 30 20 days of the occurrence of a Change of Control, the Company shall Issuer will (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.19 and that all Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 45 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any Note not validly tendered will continue to accrete Accreted Value or accrue interest, as the case may be;
(d4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrete Accreted Value or accrue interest interest, as the case may be, after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes purchased;
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount at maturity to the unpurchased portion of principal amount at maturity of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful, (i) accept for payment Notes or portions thereof validly tendered and not withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price Change of Control Purchase Price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall will promptly mail to each Holder holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Purchase Price for such Notes, and the Company shall Issuer will execute and issue, and the Trustee shall will promptly authenticate and mail to such Holder, a new Note equal in principal amount at maturity to any unpurchased portion of the Notes surrendered; provided that each such new Note shall will be issued in an original principal amount in denominations of $1,000 principal amount at maturity and integral multiples thereof. If the Senior Credit Facility is in effect, or any amounts are owing thereunder or in respect thereof, at the time of occurrence of a Change of Control, prior to the mailing of the notice to holders described in the preceding paragraph, but in any event within 20 days following any Change of Control, the Issuer covenants to (i) repay in full all obligations under or in respect of the Senior Credit Facility or offer to repay in full all obligations under or in respect of the Senior Credit Facility and repay the obligations under or in respect of the Senior Credit Facility of each lender who has accepted such offer or (ii) obtain the requisite consent under the Senior Credit Facility to permit the repurchase of the Notes as described above. The Issuer must first comply with the covenant described in the preceding sentence before being required to purchase Notes in the event of a Change of Control; provided that the Issuer's failure to comply with the covenant described in the preceding sentence constitutes an Event of Default under Section 6.01(3) if not cured within 60 days after the notice of such clause. If the Issuer or any of its Restricted Subsidiaries has issued any outstanding (i) Indebtedness that is subordinated in right of payment to the Notes or (ii) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a change of control offer or to make a distribution with respect to such subordinated indebtedness or Preferred Stock in the event of a change of control, the Issuer will not consummate any such offer or distribution with respect to such subordinated indebtedness or Preferred Stock until such time as the Issuer will have paid the Change of Control Purchase Price in full to the holders of Notes that have accepted the Issuer's Change of Control Offer and will otherwise have consummated the Change of Control Offer made to holders of the Notes and the Issuer will not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change in Control under the Indenture. The 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.19, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.19 by virtue thereof.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Company Issuer shall be obligated repurchase all of each Holder’s Notes pursuant to make an the offer to purchase described below (the "“Change of Control Offer"”) the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest thereon to but excluding the date of repurchase, and Additional Interest and Additional Tax Amounts, if any (the “Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14Payment”). Within 30 calendar days of the occurrence of a following any Change of Control, the Company Issuer shall (i) cause mail a notice of the Change of Control Offer to be sent at least once each Holder, with a copy to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mailTrustee, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.18 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "“Change of Control Payment Date")”);
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall which unpurchased portion must be equal to C$1,000 in an original principal amount in denominations or an integral multiple thereof. The Issuer shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder, to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.18, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Indenture or effect withdrawal the Sixth Supplemental Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount of C$1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.18, but in denominations any event within 90 calendar days following a Change of $1,000 Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.18. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a national newspaper of general circulation, the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party, including the Company, makes the Change of Control Offer in the manner, at the times and integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.18 applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
(l) Changes in Covenants When Notes Rated Investment Grade.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer to purchase described below (the "Change of Control OfferCHANGE OF CONTROL OFFER") the outstanding Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest thereon to but excluding the Change date of Control Payment Date in accordance with repurchase (the procedures set forth in this Section 4.14"CHANGE OF CONTROL PAYMENT"). Within 30 calendar days of the occurrence of a following any Change of Control, the Company shall (i) cause mail a notice of the Change of Control Offer to be sent at least once each Holder, with a copy to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mailTrustee, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.18 and that all Notes validly tendered will shall be accepted for payment;
(b2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day not no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE"));
(c3) that any Note not validly tendered will shall continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall which unpurchased portion must be equal to $1,000 in an original principal amount in denominations or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and integral multiples thereof;
(h) any other procedures that a Holder must follow securities laws and regulations thereunder, to accept the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.18, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Indenture or effect withdrawal the Second Supplemental Indenture by virtue of such acceptance; andconflict.
(ib) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price Change of Control Payment for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be issued in an original a principal amount in denominations of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.18, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.18. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a national newspaper of general circulation, the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall 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 integral multiples thereofotherwise in compliance with the requirements set forth in this Section 4.18 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Sources: Second Supplemental Indenture (Iron Mountain Inc/Pa)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") the all outstanding PIK Toggle Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date Date, in accordance with the procedures set forth in this Section 4.14. 10.13.
(b) Within 30 days of the occurrence of a Change of ControlControl Triggering Event, the Company shall (i1) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii2) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the its address appearing in the register maintained by the Registrar of the NotesRegister, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 10.13 and that all PIK Toggle Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(c3) that any PIK Toggle Note not validly tendered will continue to accrue interest, to the extent applicable;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes PIK Toggle Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their PIK Toggle Notes purchased pursuant to a any Change of Control Offer will be required to surrender the such PIK Toggle Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such holder Holder is withdrawing his its election to have such PIK Toggle Notes purchased;
(g7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new Notes PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered, ; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of $1,000 US$1.00 and integral multiples of US$1.00 in excess thereof;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. .
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment PIK Toggle Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent money sufficient to pay the purchase price Change of Control Purchase Price of all PIK Toggle Notes or portions thereof so properly tendered and (iii3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the purchase price Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of $1,000 US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the time 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Company also will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.13, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notes.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Company shall be obligated to make an offer to purchase (the "Change of Control OfferCHANGE OF CONTROL OFFER") the all outstanding Notes at a purchase price (the "Change of Control Purchase PriceCHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the principal amount thereof thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.144.15. -55-
(b) Within 30 days of the occurrence of a Change of ControlControl Triggering Event, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the NotesHolder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 4.15 and that all Notes validly tendered will be accepted for payment;
(b2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE"));
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders accepting the offer to have their Notes a Note purchased pursuant to a any Change of Control Offer will be required to surrender the Notes 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 Business Day preceding the Change of Control Payment Date;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such Notes Note purchased;
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, ; PROVIDED that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $US$1,000 and integral multiples thereof;
(h) 8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(i9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. 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 Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided PROVIDED that each such new Note shall be issued in an original principal amount in denominations of $US$1,000 and integral multiples thereof.
(A) If the Company or any Restricted Subsidiary thereof has issued any outstanding (i) Indebtedness that is subordinated in right of payment to the Notes or (ii) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a change of control, the Company shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (B) the Company shall not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. 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 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 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.
Appears in 1 contract
Sources: Indenture (Norske Skog Canada LTD)
Change of Control Offer. Upon If a Change of Control occurs, unless one of the occurrence exemptions described below applies, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to U.S.$1,000 or an integral multiple of U.S.$1,000 in excess of U.S.$1,000) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section 1010. In the Change of Control Offer, the Company will offer a payment in cash (the “Change of Control Payment”) equal to not less than 100% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to but excluding the date of purchase and Additional Amounts (the “Change of Control Payment Date”) plus the Change of Control Premium plus any other Obligations then outstanding, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company shall be obligated will send (or otherwise deliver in accordance with the applicable procedures of DTC) a notice to make an offer each Holder with a copy to purchase (the "Change of Control Offer") Trustee describing the outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to transaction or transactions that constitute the Change of Control Payment Date in accordance with the procedures set forth in this Section 4.14. Within 30 days of the occurrence of a Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:
(a1) that a the Change of Control Offer is being made pursuant to this covenant Section 1010 and that all Notes validly tendered will be accepted for payment;
(b2) the purchase price and the Change of Control Purchase Price and Payment Date specified in the purchase date (notice, which shall be a Business Day not no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"))sent;
(c3) that any Note not validly tendered will continue to accrue interest;
(d4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Payment Date;
(e5) that Holders accepting the offer electing to have their any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent 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;
(f6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such holder Holder is withdrawing his election to have such the Notes purchased;; and
(g7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry transfer), provided, that each Note which un-purchased and each such new Note issued shall portion must be equal to U.S.$1,000 in an original principal amount or an integral multiple of U.S.$1,000 in denominations excess of $1,000 U.S.$1,000. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and integral multiples thereof;
(h) any other procedures that securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a Holder must follow to accept result of a Change of Control Offer Control. To the extent that the provisions of any such securities laws or effect withdrawal regulations conflict with this Section 1010, the Company will comply with the applicable securities laws or regulations and will not be deemed to have breached its obligations under this Section 1010 by virtue of such acceptance; and
(i) the name and address of the Paying Agentcompliance. On the Change of Control Payment Date, the Company shallwill, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof validly of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent money sufficient an amount equal to pay the purchase price Change of Control Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof tendered to of Notes being purchased by the Company. The Paying Agent shall will promptly mail pay to each Holder of Notes so accepted payment in an amount equal to properly tendered the purchase price Change of Control Payment for such NotesNotes (or, and if all the Company shall execute and issueNotes are then in global form, make such payment through the facilities of the Depositary), and the Trustee shall will promptly authenticate and mail deliver (or cause to such Holder, 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; provided that each such new Note shall will be issued in an original a principal amount of U.S.$1,000 or an integral multiple of U.S.$1,000 in denominations excess of $1,000 U.S.$1,000. Any Note so accepted for payment will cease to accrue interest on and integral multiples thereofafter the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. 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. Notwithstanding anything to the contrary in this Section 1010, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the price, at the times and otherwise in compliance with the requirements set forth in this Section 1010 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption of all Notes then Outstanding has been given pursuant to paragraph 5 of the Notes unless and until there is a default in payment of the applicable Redemption Price. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of 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. Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the Company’s option. Notes purchased by a third party pursuant to the sixth paragraph of this Section 1010 will have the status of Notes issued and Outstanding.
Appears in 1 contract