Change of Control Repurchase Event. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Securities have been called for redemption pursuant to Section 3.08 or Section 3.09, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (in denominations of a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment. (b) Within 45 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall send, or cause to be sent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures a notice to each Holder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event offering to repurchase the Securities on the Change of Control Payment Date specified in such notice and specifying: (1) if applicable, that a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment and that all Securities timely tendered will be accepted for payment; (2) the circumstances and relevant facts regarding such Change of Control; (3) the instructions, as determined by the Company, consistent with this Section 4.02, that a Holder must follow in order to have its Securities purchased; (4) the Change of Control Payment and the repurchase date, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”); (5) the CUSIP number for the Securities; (6) that any Security not tendered will continue to accrue interest; (7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date; (9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Securities purchased; (10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and (11) if such notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. (c) The Company shall cause the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. 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 those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.02, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.02 by virtue of such conflict. (d) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Trustee or the Paying Agent, as applicable, an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities properly tendered; and (3) deliver or cause to be delivered to the Trustee or the Paying Agent, as applicable, the Securities so accepted by the Company, for cancellation, together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company. (e) The Trustee or the Paying Agent, as applicable, will promptly send to each Holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof. (f) The Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.02 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under such Change of Control Offer. (g) The provisions set forth in this Section 4.02 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Securities.
Appears in 1 contract
Sources: Indenture (Transocean Ltd.)
Change of Control Repurchase Event. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Securities have been called for redemption pursuant to Section 3.08 or Section 3.09, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (in denominations of a minimum principal amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of such Holder’s Securities Notes at a repurchase purchase price in cash equal to 101% of the Change aggregate principal amount thereof on the date of Control Payment. purchase plus any accrued and unpaid interest to, but not including, the date of purchase, in accordance with the terms contemplated in this Section 4.4.
(ba) Within 45 30 calendar days following any Change of Control Repurchase Event, Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall send, or cause to be sent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures will mail a notice to each Holder of SecuritiesHolder, with a copy to the Trustee, describing (the transaction or transactions that constitute or may constitute the “Change of Control Repurchase Event offering to repurchase the Securities on the Change of Control Payment Date specified in such notice and specifyingOffer”) stating:
(1) if applicable, that a Change of Control has occurred or is about to occur and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Securities Notes at a repurchase purchase price in cash equal to 101% of the Change principal amount thereof on the date of Control purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment and that all Securities timely tendered will be accepted for paymentDate);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase Event or, if the Change of Control is about to occur, the circumstances and relevant facts regarding such Change of Control;
(3) the purchase date (which shall be no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed);
(4) the instructions, as determined by the Company, consistent with this Section 4.024.4, that a Holder must follow in order to have its Securities Notes purchased;
(4) the Change of Control Payment and the repurchase date, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”);; and
(5) the CUSIP number for the Securities;
(6) that any Security not tendered will continue to accrue interest;
(7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date;
(9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Securities purchased;
(10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(11) if such notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the specified purchase date, if mailed prior to the date of consummation of the Change of Control Payment DateControl.
(cb) The Company shall cause On the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. 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 those laws and regulations are applicable in connection with the repurchase of the Securities as a result of purchase date following a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.02, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.02 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Securities the Notes or portions thereof of the Notes properly tendered pursuant to the Change of Control Offerits offer;
(2) deposit with the Trustee or the Paying Agent, as applicable, Agent an amount equal to the Change of Control Payment aggregate purchase price in respect of all Securities the Notes or portions of Securities the Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee or the Paying Agent, as applicable, the Securities so accepted by the Company, for cancellationNotes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Securities or portions Notes of Securities each series being purchased by the Company.
(ec) The Trustee or the Paying Agent, as applicable, Agent will promptly send mail to each Holder holder of Securities Notes properly tendered the Change of Control Payment purchase price for such Securitiesthe Notes, and the Trustee will promptly authenticate after receipt of an Authentication Order and mail (or cause to be transferred by book book-entry) to each Holder holder a new Security Note of the relevant series equal in principal amount to any unpurchased portion of any Securities Notes surrendered; provided, that each new Security will be in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof.
(fd) The Notwithstanding the foregoing provisions of this Section 4.4, the Company shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if with respect to a particular series of Notes, if, with respect to such series of Notes, a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.02 4.4 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities Notes of such series properly tendered and not withdrawn under such Change of Control Offer.
(ge) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)(1) of the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions set forth in of any securities laws or regulations conflict with provisions of this Section 4.02 may be waived or modified 4.4, the Company shall comply with the written consent applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.4 by virtue of the such conflict.
(f) If Holders of a majority not less than 90% in aggregate principal amount of the Securitiesoutstanding Notes validly tender and do not withdraw such notes in a Change of Control Repurchase Event, and the Company, or any third party making an offer to repurchase the Notes in the Change of Control Repurchase Event in lieu of the Company as set forth in Section 4.4(d), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Repurchase Event, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
(g) Notes repurchased or redeemed by the Company pursuant to a Change of Control Repurchase Event will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Company. Notes purchased by a third party pursuant to Section 4.4(d) will have the status of Notes issued and outstanding.
(h) Any repurchase of Notes pursuant to this Section 4.4 following the occurrence of a Change of Control Repurchase Event will be conducted in conformity with the requirements of Rule 14e-1 under the Exchange Act to the extent applicable.
Appears in 1 contract
Sources: Indenture (Ralph Lauren Corp)
Change of Control Repurchase Event. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Securities have been called for redemption pursuant to Section 3.08 or Section 3.09, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (in denominations of a minimum principal amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of such Holder’s Securities Notes at a repurchase purchase price in cash equal to 101% of the Change aggregate principal amount thereof on the date of Control Payment. purchase plus any accrued and unpaid interest to, but not including, the date of purchase, in accordance with the terms contemplated in this Section 4.4.
(ba) Within 45 30 calendar days following any Change of Control Repurchase Event, Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall send, or cause to be sent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures will mail a notice to each Holder of SecuritiesHolder, with a copy to the Trustee, describing (the transaction or transactions that constitute or may constitute the “Change of Control Repurchase Event offering to repurchase the Securities on the Change of Control Payment Date specified in such notice and specifyingOffer”) stating:
(1) if applicable, that a Change of Control has occurred or is about to occur and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Securities Notes at a repurchase purchase price in cash equal to 101% of the Change principal amount thereof on the date of Control purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment and that all Securities timely tendered will be accepted for paymentDate);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase Event or, if the Change of Control is about to occur, the circumstances and relevant facts regarding such Change of Control;
(3) the purchase date (which shall be no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed);
(4) the instructions, as determined by the Company, consistent with this Section 4.024.4, that a Holder must follow in order to have its Securities Notes purchased;
(4) the Change of Control Payment and the repurchase date, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”);; and
(5) the CUSIP number for the Securities;
(6) that any Security not tendered will continue to accrue interest;
(7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date;
(9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Securities purchased;
(10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(11) if such notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the specified purchase date, if mailed prior to the date of consummation of the Change of Control Payment DateControl.
(cb) The Company shall cause On the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. 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 those laws and regulations are applicable in connection with the repurchase of the Securities as a result of purchase date following a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.02, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.02 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Securities the Notes or portions thereof of the Notes properly tendered pursuant to the Change of Control Offerits offer;
(2) deposit with the Trustee or the Paying Agent, as applicable, Agent an amount equal to the Change of Control Payment aggregate purchase price in respect of all Securities the Notes or portions of Securities the Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee or the Paying Agent, as applicable, the Securities so accepted by the Company, for cancellationNotes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Securities or portions Notes of Securities each series being purchased by the Company.
(ec) The Trustee or the Paying Agent, as applicable, Agent will promptly send mail to each Holder holder of Securities Notes properly tendered the Change of Control Payment purchase price for such Securitiesthe Notes, and the Trustee will promptly authenticate after receipt of an Authentication Order and mail (or cause to be transferred by book book-entry) to each Holder holder a new Security Note of the relevant series equal in principal amount to any unpurchased portion of any Securities Notes surrendered; provided, that each new Security will be in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof.
(fd) The Notwithstanding the foregoing provisions of this Section 4.4, the Company shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if with respect to a particular series of Notes, if, with respect to such series of Notes, a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.02 4.4 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities Notes of such series properly tendered and not withdrawn under such Change of Control Offer.
(ge) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)(1) of the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions set forth in of any securities laws or regulations conflict with provisions of this Section 4.02 may be waived or modified 4.4, the Company shall comply with the written consent applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.4 by virtue of the such conflict.
(f) If Holders of a majority not less than [ ]% in aggregate principal amount of the Securitiesoutstanding Notes validly tender and do not withdraw such notes in a Change of Control Repurchase Event, and the Company, or any third party making an offer to repurchase the Notes in the Change of Control Repurchase Event in lieu of the Company as set forth in Section 4.4(d), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Repurchase Event, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
(g) Notes repurchased or redeemed by the Company pursuant to a Change of Control Repurchase Event will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Company. Notes purchased by a third party pursuant to Section 4.4(d) will have the status of Notes issued and outstanding.
(h) Any repurchase of Notes pursuant to this Section 4.4 following the occurrence of a Change of Control Repurchase Event will be conducted in conformity with the requirements of Rule 14e-1 under the Exchange Act to the extent applicable.
Appears in 1 contract
Sources: Indenture (Ralph Lauren Corp)
Change of Control Repurchase Event. (a) Upon the occurrence of a Change of Control Repurchase Event, unless each holder shall have the right to require the Issuer to repurchase all Securities have been called for redemption or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to purchase any Notes pursuant to Section 3.08 this Section 4.08 in the event that it has previously or Section 3.09concurrently exercised its right to redeem such Notes in accordance with Article 3 of this Indenture (unless and until there is a default in payment of the applicable redemption price).
(b) Within 30 days following any Change of Control Repurchase Event, except to the extent that the Issuer has exercised its right to redeem the Notes in accordance with Article 3 of this Indenture, the Company Issuer shall be required to make an offer mail, or deliver electronically if the Notes are held by DTC, a notice (a “Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (in denominations of a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment.
(b) Within 45 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall send, or cause to be sent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures a notice to each Holder of Securities, holder with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event offering to repurchase the Securities on the Change of Control Payment Date specified in such notice and specifyingTrustee stating:
(1i) if applicable, that a Change of Control has occurred Offer is being made pursuant to this Section 4.08 and that all Notes properly tendered pursuant to such Holder has the right to require the Company to purchase all or a portion of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment and that all Securities timely tendered Offer will be accepted for paymentpayment by the Issuer;
(2ii) the circumstances repurchase price (equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, payable in cash (subject to the right of holders of record on a record date to receive interest on the relevant facts regarding such Change of Controlinterest payment date));
(3iii) the instructions, as determined by the Company, consistent with this Section 4.02, that a Holder must follow in order to have its Securities purchased;
repurchase date (4) the Change of Control Payment and the repurchase date, which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is sentmailed, other than except in the case of a conditional Change of Control Offer made in advance as may be required by law described below) (such applicable date, the “Change of Control Payment Repurchase Date”);
(5iv) the CUSIP number for instructions determined by the SecuritiesIssuer, consistent with this Section 4.08, that a holder must follow in order to have its Notes purchased;
(6v) that any Security Note not properly tendered (or otherwise properly tendered and validly withdrawn) will remain outstanding and continue to accrue interest;
(7vi) that, that unless the Company Issuer defaults in the payment of the Change of Control Paymentpayment, all Securities Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after on the Change of Control Payment Daterepurchase date;
(8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date;
(9vii) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Securities purchased;
(10) that Holders holders whose Securities Notes are being purchased only in part will be issued new Securities Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Securities Notes surrendered, which . The unpurchased portion will of the Notes must be equal to at least $2,000 or integral multiples of $1,000 in excess of $2,000; and
(viii) that, if such notice is delivered prior to the occurrence of a Change of Control Repurchase Event, the Change of Control Offer is conditioned on the occurrence of such Change of Control Repurchase Event, including a description of each such condition, and, if applicable, that, in the Issuer’s discretion, the Change of Control Repurchase Date may be delayed until such time as any or all such conditions shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Repurchase Date, or by the Change of Control Repurchase Date as so delayed.
(c) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three (3) Business Days prior to the purchase date (unless a shorter period is required by Regulation 14E promulgated under the Exchange Act). The holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one (1) Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter (or other communication acceptable to the Depositary, including an “agent’s message”) setting forth the name of the holder, the principal amount of the Note which was delivered for purchase by the holder and a statement that such holder is withdrawing its election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.
(d) On the Change of Control Repurchase Date, the Issuer will, to the extent lawful:
(i) accept for payment all Notes or portions thereof (in minimum denominations of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(11) if such notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(c) The Company shall cause the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. 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 those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.02, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.02 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Securities or portions thereof properly tendered (and not validly withdrawn) pursuant to the Change of Control Offer;
(2ii) deposit with the Trustee or the Paying Agent, as applicable, an amount equal Agent funds sufficient to pay the Change of Control Payment repurchase price in respect of all Securities Notes or portions of Securities properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee or the Paying Agent, as applicable, the Securities for cancellation all Notes so accepted by the Company, for cancellation, together with an Officer’s Certificate stating the aggregate principal amount of Securities Notes (or portions of Securities portion thereof) being purchased repurchased by the CompanyIssuer.
(e) The Trustee or On the Paying AgentChange of Control Repurchase Date, as applicable, the paying agent will promptly send remit payment to each Holder of Securities properly holder who has so tendered the Change of Control Payment repurchase price for such SecuritiesNotes, and the Trustee will promptly authenticate and mail deliver (or cause to be transferred by book book-entry) to each Holder such holder a new Security note equal in principal amount to any unpurchased portion of any Securities the Notes surrendered, if any; provided, provided that each such new Security note will be in a minimum principal amount denomination of $2,000 and or an integral multiples multiple of $1,000 in excess 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 Repurchase Date.
(f) The Company A Change of Control Offer may be made in advance of a Change of Control Repurchase Event, and conditioned upon such Change of Control Repurchase Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(g) Notwithstanding the foregoing provisions of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.02 Indenture applicable to a Change of Control Offer made by the Company Issuer and such third party purchases all Securities Notes properly tendered and not withdrawn under such Change of Control Offer.
(gh) Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to clause (g) or clause (k) of this Section 4.08 will have the status of Notes issued and outstanding.
(i) At the time the Issuer delivers Notes to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officer’s Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08.
(j) The provisions set forth Issuer shall comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to this Section 4.02 may be waived 4.08. To the extent that the provisions of any securities laws or modified regulations conflict with provisions of this Indenture, the Issuer shall comply with the written consent applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.
(k) If holders of the Holders of a majority not less than 90% in aggregate principal amount of the Securitiesoutstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such holders, the Issuer or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Any such redemption shall be effected pursuant to Article 3. For the elimination of doubt, the foregoing shall not limit or otherwise modify the Issuer’s rights set forth under Article 3.
Appears in 1 contract
Sources: Indenture (TopBuild Corp)
Change of Control Repurchase Event. (ai) Upon the occurrence of a Change of Control Repurchase Event, unless all Securities have been called for redemption pursuant to Section 3.08 or Section 3.09, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (in denominations of a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment. .
(bii) Within 45 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall send, or cause to be sent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures a notice to each Holder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event offering to repurchase the Securities on the Change of Control Payment Date specified in such notice and specifying:
(1) if applicable, that a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment and that all Securities timely tendered will be accepted for payment;
(2) the circumstances and relevant facts regarding such Change of Control;
(3) the instructions, as determined by the Company, consistent with this Section 4.02, that a Holder must follow in order to have its Securities purchased;
(4) the Change of Control Payment and the repurchase date, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”);
(5) the CUSIP number for the Securities;
(6) that any Security not tendered will continue to accrue interest;
(7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date;
(9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Securities purchased;
(10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(11) if such notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(ciii) The Company shall cause the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. 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 those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.02, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.02 by virtue of such conflict.
(div) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Securities or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Trustee or the Paying Agent, as applicable, an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities properly tendered; and
(3) deliver or cause to be delivered to the Trustee or the Paying Agent, as applicable, the Securities so accepted by the Company, for cancellation, together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company.
(ev) The Trustee or the Paying Agent, as applicable, will promptly send to each Holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof.
(fvi) The Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.02 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under such Change of Control Offer.
(gvii) In the event that Holders of not less than 90% of the aggregate principal amount of the Outstanding Securities accept the Change of Control Offer upon a Change of Control Repurchase Event and the Company purchases all of the Securities held by such Holders, the Company shall have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Securities that remain Outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the Securities redeemed plus any accrued and unpaid interest on the Securities redeemed to, but not including, the date of redemption.
(viii) The provisions set forth in this Section 4.02 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Securities.
Appears in 1 contract
Sources: Indenture (Transocean Ltd.)
Change of Control Repurchase Event. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Securities have been called for redemption pursuant to Section 3.08 or Section 3.09, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (in denominations of a minimum principal amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of such Holder’s Securities Notes at a repurchase purchase price in cash equal to 101% of the Change principal amount thereof on the date of Control Payment. purchase plus accrued and unpaid interest to, but not including, the date of purchase, in accordance with the terms contemplated in this Section 4.4.
(ba) Within 45 30 calendar days following any Change of Control Repurchase Event, Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall send, or cause to be sent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures will mail a notice to each Holder of SecuritiesHolder, with a copy to the Trustee, describing (the transaction or transactions that constitute or may constitute the “Change of Control Repurchase Event offering to repurchase the Securities on the Change of Control Payment Date specified in such notice and specifyingOffer”) stating:
(1) if applicable, that a Change of Control has occurred or is about to occur and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Securities Notes at a repurchase purchase price in cash equal to 101% of the Change principal amount thereof on the date of Control purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment and that all Securities timely tendered will be accepted for paymentDate);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase Event or, if the Change of Control is about to occur, the circumstances and relevant facts regarding such Change of Control;
(3) the purchase date (which shall be no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed);
(4) the instructions, as determined by the Company, consistent with this Section 4.024.4, that a Holder must follow in order to have its Securities Notes purchased;
(4) the Change of Control Payment and the repurchase date, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”);; and
(5) the CUSIP number for the Securities;
(6) that any Security not tendered will continue to accrue interest;
(7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date;
(9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Securities purchased;
(10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(11) if such notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the specified purchase date, if mailed prior to the date of consummation of the Change of Control Payment DateControl.
(cb) The Company shall cause On the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. 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 those laws and regulations are applicable in connection with the repurchase of the Securities as a result of purchase date following a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.02, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.02 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Securities the Notes or portions thereof of the Notes properly tendered pursuant to the Change of Control Offerits offer;
(2) deposit with the Trustee or the Paying Agent, as applicable, Agent an amount equal to the Change of Control Payment aggregate purchase price in respect of all Securities the Notes or portions of Securities the Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee or the Paying Agent, as applicable, the Securities so accepted by the Company, for cancellationNotes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Securities or portions Notes of Securities each series being purchased by the Company.
(ec) The Trustee or the Paying Agent, as applicable, Agent will promptly send mail to each Holder holder of Securities Notes properly tendered the Change of Control Payment purchase price for such Securitiesthe Notes, and the Trustee will promptly authenticate after receipt of an Authentication Order and mail (or cause to be transferred by book book-entry) to each Holder holder a new Security Note of the relevant series equal in principal amount to any unpurchased portion of any Securities Notes surrendered; provided, that each new Security will be in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof.
(fd) The Notwithstanding the foregoing provisions of this Section 4.4, the Company shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if with respect to a particular series of Notes, if, with respect to such series of Notes, a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.02 4.4 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities Notes of such series properly tendered and not withdrawn under such Change of Control Offer.
(ge) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)(1) of the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions set forth in of any securities laws or regulations conflict with provisions of this Section 4.02 may be waived or modified 4.4, the Company shall comply with the written consent applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.4 by virtue of the Holders of a majority in principal amount of the Securitiessuch conflict.
Appears in 1 contract
Change of Control Repurchase Event. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Securities have been called for redemption pursuant to Section 3.08 or Section 3.09, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (in denominations of a minimum principal amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of such Holder’s Securities Notes at a repurchase purchase price in cash equal to 101% of the Change principal amount thereof on the date of Control Payment. purchase plus accrued and unpaid interest to, but not including, the date of purchase, in accordance with the terms contemplated in this Section 4.4.
(ba) Within 45 30 calendar days following any Change of Control Repurchase Event, Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall send, or cause to be sent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures will mail a notice to each Holder of SecuritiesHolder, with a copy to the Trustee, describing (the transaction or transactions that constitute or may constitute the “Change of Control Repurchase Event offering to repurchase the Securities on the Change of Control Payment Date specified in such notice and specifyingOffer”) stating:
(1) if applicable, that a Change of Control has occurred or is about to occur and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Securities Notes at a repurchase purchase price in cash equal to 101% of the Change principal amount thereof on the date of Control purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment and that all Securities timely tendered will be accepted for paymentDate);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase Event or, if the Change of Control is about to occur, the circumstances and relevant facts regarding such Change of Control;
(3) the purchase date (which shall be no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed);
(4) the instructions, as determined by the Company, consistent with this Section 4.024.4, that a Holder must follow in order to have its Securities Notes purchased;
(4) the Change of Control Payment and the repurchase date, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”);; and
(5) the CUSIP number for the Securities;
(6) that any Security not tendered will continue to accrue interest;
(7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date;
(9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Securities purchased;
(10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(11) if such notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the specified purchase date, if mailed prior to the date of consummation of the Change of Control Payment DateControl.
(cb) The Company shall cause On the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. 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 those laws and regulations are applicable in connection with the repurchase of the Securities as a result of purchase date following a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.02, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.02 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Securities the Notes or portions thereof of the Notes properly tendered pursuant to the Change of Control Offerits offer;
(2) deposit with the Trustee or the Paying Agent, as applicable, Agent an amount equal to the Change of Control Payment aggregate purchase price in respect of all Securities the Notes or portions of Securities the Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee or the Paying Agent, as applicable, the Securities so accepted by the Company, for cancellationNotes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Securities or portions Notes of Securities each series being purchased by the Company.
(ec) The Trustee or the Paying Agent, as applicable, Agent will promptly send mail to each Holder holder of Securities Notes properly tendered the Change of Control Payment purchase price for such Securitiesthe Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book book-entry) to each Holder holder a new Security Note of the relevant series equal in principal amount to any unpurchased portion of any Securities Notes surrendered; provided, that each new Security will be in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof.
(fd) The Notwithstanding the foregoing provisions of this Section 4.4, the Company shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if with respect to a particular series of Notes, if, with respect to such series of Notes, a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.02 4.4 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities Notes of such series properly tendered and not withdrawn under such Change of Control Offer.
(ge) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)(1) of the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions set forth in of any securities laws or regulations conflict with provisions of this Section 4.02 may be waived or modified 4.4, the Company shall comply with the written consent applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.4 by virtue of the Holders of a majority in principal amount of the Securitiessuch conflict.
Appears in 1 contract
Change of Control Repurchase Event. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Securities have been called for redemption pursuant to Section 3.08 or Section 3.09, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (in denominations of a minimum principal amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of such Holder’s Securities Notes at a repurchase purchase price in cash equal to 101% of the Change principal amount thereof on the date of Control Payment. purchase plus accrued and unpaid interest to, but not including, the date of purchase, in accordance with the terms contemplated in this Section 4.4.
(ba) Within 45 30 calendar days following any Change of Control Repurchase Event, Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall send, or cause to be sent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures will mail a notice to each Holder of SecuritiesHolder, with a copy to the Trustee, describing (the transaction or transactions that constitute or may constitute the “Change of Control Repurchase Event offering to repurchase the Securities on the Change of Control Payment Date specified in such notice and specifyingOffer”) stating:
(1) if applicable, that a Change of Control has occurred or is about to occur and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Securities Notes at a repurchase purchase price in cash equal to 101% of the Change principal amount thereof on the date of Control Payment purchase, plus accrued and that all Securities timely tendered will be accepted for paymentunpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase Event or, if the Change of Control is about to occur, the circumstances and relevant facts regarding such Change of Control;
(3) the purchase date (which shall be no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed);
(4) the instructions, as determined by the Company, consistent with this Section 4.024.4, that a Holder must follow in order to have its Securities Notes purchased;
(4) the Change of Control Payment and the repurchase date, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”);; and
(5) the CUSIP number for the Securities;
(6) that any Security not tendered will continue to accrue interest;
(7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date;
(9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Securities purchased;
(10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(11) if such notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the specified purchase date, if mailed prior to the date of consummation of the Change of Control Payment DateControl.
(cb) The Company shall cause On the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. 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 those laws and regulations are applicable in connection with the repurchase of the Securities as a result of purchase date following a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.02, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.02 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Securities the Notes or portions thereof of the Notes properly tendered pursuant to the Change of Control Offerits offer;
(2) deposit with the Trustee or the Paying Agent, as applicable, Agent an amount equal to the Change of Control Payment aggregate purchase price in respect of all Securities the Notes or portions of Securities the Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee or the Paying Agent, as applicable, the Securities so accepted by the Company, for cancellationNotes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Securities or portions Notes of Securities each series being purchased by the Company.
(ec) The Trustee or the Paying Agent, as applicable, Agent will promptly send mail to each Holder holder of Securities Notes properly tendered the Change of Control Payment purchase price for such Securitiesthe Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book book-entry) to each Holder holder a new Security Note of the relevant series equal in principal amount to any unpurchased portion of any Securities Notes surrendered; provided, that each new Security will be in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof.
(fd) The Notwithstanding the foregoing provisions of this Section 4.4, the Company shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if with respect to a particular series of Notes, if, with respect to such series of Notes, a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.02 4.4 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities Notes of such series properly tendered and not withdrawn under such Change of Control Offer.
(ge) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)(1) of the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions set forth in of any securities laws or regulations conflict with provisions of this Section 4.02 may be waived or modified 4.4, the Company shall comply with the written consent applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.4 by virtue of the Holders of a majority in principal amount of the Securitiessuch conflict.
Appears in 1 contract