Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If Subject to Section 10.09(c), within 30 days of the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in has previously exercised its right to redeem all Outstanding Securities under Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture11.01, the Company shall will be required to make an offer (the “a Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and Offer for all of such holder’s 2018 Notes and 2023 Notes Outstanding Securities at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenturepurchase.
(b) On the A “Change of Control Payment Date, the Company shall, Control” will be deemed to the extent lawfuloccur at such time as either:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) a “person” or “group” ( within the aggregate principal amount meaning of Notes or portions Sections 13(d) and 14(d)(2) of Notes being repurchased, the Exchange Act) becomes the ultimate “beneficial owner” ( as defined in Rule 13d-3 under the Exchange Act and including by reason of any change in the ultimate “beneficial ownership” of the Capital Stock of the Company) of more than 50% of the total voting power of the Voting Stock of the Company (calculated on a fully diluted basis); or
(2) that all conditions precedent contained herein individuals who at the beginning of any period of two consecutive calendar years constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election was approved by a vote of at least two-thirds of the members of such Board of Directors then still in office who either were members of such Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least 50% of the members of such Board of Directors then in office.
(c) The Company will not be required to make a Change of Control Offer have been complied with and for any Securities upon a Change of Control Triggering Event if (3i) that a third party makes the a Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result of upon a Change of Control Triggering Event. To , as described in this Section 10.09, in the extent that manner, at the provisions times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of any such securities laws or regulations conflict with Control Offer upon a Change of Control Triggering Event made by the Company and purchases all Securities properly tendered and not withdrawn under the Change of Control Offer provisions upon a Change of Control Triggering Event; or (ii) it has previously exercised its right to redeem all of the Securities as described under Article XI in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 1.4Indenture.
(d) If the Company fails to make the Change of Control Offer or fails to pay the purchase price and accrued interest described above on the date specified therefor, the Trustee and the Holders of Securities will have the rights described under Sections 5.02 and 5.03.
(e) In the event that the Company makes a Change of Control Offer for the Securities, the Company shall comply with the any applicable securities laws and regulations regulations, including any applicable requirements of Section 14(e) of, and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflictRule 14e-1 under, the Exchange Act.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesNotes of a series, unless the Company shall has exercised the right to redeem the Notes of such series pursuant to Section 3.01 by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes of such series will have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or right to require the Company shall have defeased to purchase all or a portion of such Holder’s Notes of such series pursuant to the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). , subject to the rights of Holders of the Notes of such series on the relevant record date to receive interest due on the relevant Interest Payment Date.
(b) Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute date upon which the Change of Control Triggering Event and offering occurred with respect to repurchase the Notes on of a series, or at the date specified in Company’s option, prior to any Change of Control but after the noticepublic announcement of the pending Change of Control, the Company shall send, by first class mail, a notice to each Holder of Notes of such series, with a copy to the Trustee, which date notice will govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding The notice, if mailed prior to the foregoingdate of consummation of the Change of Control, installments shall state that the Change of interest whose Stated Maturity Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the IndentureDate.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, accepted together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) repurchased and that all conditions precedent contained herein in this Section 3.02 to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with. The Company will not be required to make a Change of Control Offer have been complied with respect to the Notes of a series if a third party makes such an offer in the manner, at the times and (3) that the Change of Control Offer has been made otherwise in compliance with the Indenture. The requirements for such an offer made by the Company shall publicly announce and such third party purchases all the results Notes of the Change of Control Offer on or as soon as possible after the date of purchase. such series properly tendered and not withdrawn under its offer.
(d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes of such series as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.43.02, the Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 3.02 by virtue of any such conflict.
(e) The following terms have the meanings given to them in this Section 3.02(e):
Appears in 1 contract
Sources: Supplemental Indenture (International Paper Co /New/)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company shall have redeemed has exercised its right to redeem the 2018 Notes and 2023 Notes in full, as set forth in Offered Securities pursuant to Section 1.3 1.1(6) hereof or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven Section 14.01 of the Base Indenture, each Holder will have the right to require that the Company purchase all or a portion, in $1,000 increments (provided that any remaining principal amount thereof shall make an offer be at least the minimum authorized denomination thereof), of such Holder’s Offered Securities pursuant to Section 1.3(3)(b) hereof (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurred, 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, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall be mailed to Holders govern the terms of the Notes describing Change of Control Offer. Such notice shall describe the transaction or transactions that constitute the Change of Control Triggering Event and offering shall state:
(A) that the Change of Control Offer is being made pursuant to repurchase this Section 1.3(3) of this Twentieth Supplemental Indenture;
(B) that the Notes Company is required to offer to purchase all of the outstanding principal amount of Offered Securities, the purchase price and, that on the date specified in the such notice, which date will shall be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding , the foregoingCompany shall repurchase the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.3(3);
(C) if mailed prior to the date of consummation of the Change of Control, installments that the Change of interest whose Stated Maturity Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date Date;
(D) that any Offered Security not tendered or accepted for payment shall continue to accrue interest;
(E) that, unless the Company defaults in making such payment, Offered Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(F) that Holders electing to have an Offered Security purchased pursuant to a Change of Control Offer may elect to have all or any portion of such Offered Security purchased;
(G) that Holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be payable required to surrender their Offered Securities, with the form entitled “Option of Holder to Elect Purchase” on the applicable Interest Payment Date reverse of the Offered Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer the Offered Security by book-entry transfer, to the Securityholders of such Notes registered as such paying agent at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third Business Day prior to the Notes and the Indenture.
(b) On the Change of Control Payment Date;
(H) that Holders shall be entitled to withdraw their election if the Company, the Company shallDepositary or the paying agent, to as the extent lawful:
(i) accept for payment all Notes or portions case may be, receives, not later than the expiration of Notes properly tendered pursuant to the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Offered Security the Holder delivered for purchase and a statement that such H▇▇▇▇▇ is withdrawing its election to have such Offered Security purchased;
(iiI) deposit with the Trustee or a paying agent an that Holders whose Offered Securities are purchased only in part shall be issued new Securities equal in principal amount equal to the Change unpurchased portion of Control Payment in respect of all Notes the Securities surrendered (or portions of Notes properly tenderedtransferred by book-entry transfer); and
(iiiJ) deliver the CUSIP number or cause to be delivered ISIN, if any, printed on the Offered Securities being repurchased and that no representation is made as to the Trustee correctness or accuracy of the Notes properly acceptedCUSIP number or ISIN, together with an Officers’ Certificate stating if any, listed in such notice or printed on the Offered Securities.
(1c) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein The Company will not be required to make a Change of Control Offer have been complied with if a third party makes such an offer in the manner, at the times and (3) that the Change of Control Offer has been made otherwise in compliance with the Indenture. requirements for such an offer made by the Company and such third party purchases all Offered Securities properly tendered and not withdrawn under its offer.
(d) The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall will comply in all material respects 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 the Notes as a result of Offered Securities pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.41.3(3), the Company shall comply with the applicable securities laws and regulations and shall not be deemed not to have breached its obligations under this Section 1.4 1.3(3) by virtue of any such conflictthereof.
Appears in 1 contract
Sources: Twentieth Supplemental Indenture (TE Connectivity Ltd.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notesoccurs, unless the Company shall have redeemed has exercised its option to redeem the 2018 Notes and 2023 Notes in full, as set forth described in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture3.1 hereof, the Company shall be required to make an offer (the a “Change of Control Offer”) to each holder Holder of the 2018 Notes and 2023 Notes to repurchase all or any and all part (equal to €100,000 or an integral multiple of such holder€1,000 in excess thereof) of that Holder’s 2018 Notes and 2023 Notes at on the terms set forth in the Notes. In a repurchase price Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)repurchased, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excludingnot including, the repurchase date of repurchase (the a “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventEvent or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes describing the transaction that constitutes or transactions that may constitute the Change of Control Triggering Event and offering to repurchase the such Notes on the repurchase date specified in the applicable notice, which date will shall be no earlier than 15 30 days and no later than 60 days from the date on which such notice is mailed (the a “Change of Control Payment Date”). Notwithstanding the foregoing.
(b) The notice shall, installments of interest whose Stated Maturity is on or if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring prior to or on the applicable Change of Control Payment Date shall be payable on specified in the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenturenotice.
(bc) On the any applicable Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer;
(ii) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedtendered pursuant to the applicable Change of Control Offer; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, accepted together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, .
(2d) that all conditions precedent contained herein The Company shall not be required to make a Change of Control Offer have been complied upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company, and (3) that the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Offer has been made in compliance with Payment Date an Event of Default under the Indenture. The Company shall publicly announce , other than a default in the results payment of the Change of Control Offer on or as soon as possible after the date Payment upon a Change of purchaseControl Triggering Event. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4the Notes, the Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 1.4 the Change of Control Offer provisions of the Notes by virtue of any such conflict.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Avery Dennison Corp)
Change of Control Triggering Event. (a) If Subject to paragraph (c), if a Change of Control Triggering Event occurs with respect occurs, the Borrower shall, within 30 days of the occurrence of that event and no later than the date on which the Borrower makes an offer to redeem the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or accordance with the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer Corporate Bond Facility (the “Change Prepayment Trigger Date”), deliver to the Administrative Agent (in form and substance satisfactory to the Administrative Agent (acting reasonably)) an irrevocable notice of Control Offer”) to each holder prepayment and cancellation of the 2018 Notes and 2023 Notes to repurchase Facilities other than any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes part thereof which is not to be repurchased prepaid in accordance with paragraph (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)c) below, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, specifying the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Eventsuch prepayment, notice which date shall be mailed the date which is the earlier of (i) 20 Business Days after the Prepayment Trigger Date and (ii) one Business Day prior to Holders the date on which the Notes are to be prepaid in accordance with the Corporate Bond Facility, and the Borrower shall prepay the full amount of the Notes describing Loan to be prepaid, and, subject to paragraph (c) below, the transaction or transactions that constitute Facilities shall be cancelled on such date.
(b) Following the occurrence of a Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change Prepayment Trigger Date the Borrower may request Lenders to continue to participate in the Facilities by signing a Continuation Notice (as defined in paragraph (c) below), and in the event that, prior to the Prepayment Trigger Date, a Lender either issues a Continuation Notice or fails to notify the Borrower that it does not agree to issue a Continuation Notice within 14 days after receipt of Control Payment Date such request (in which case it shall be payable on deemed to have issued a Continuation Notice) the applicable Interest Payment Date to the Securityholders provisions of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indentureparagraph (c) below shall apply.
(c) Paragraphs (a) and (d) shall not apply to that portion of a Lender’s participation in outstanding Loans and the portion of such Lender’s Commitment under the Facilities where such Lender gives notice (a “Continuation Notice”) to the Borrower (or is deemed to have given notice pursuant to paragraph (b) On the Change of Control Payment Date, the Company shall, above) prior to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to Prepayment Trigger Date that notwithstanding the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result occurrence of a Change of Control Triggering Event. To , that Lender does not require the extent that the provisions prepayment of any or all of the portion of its participation in any outstanding Loans and the cancellation of any or all of such securities laws or regulations conflict Lender’s Commitment under the Facilities to be made in accordance with paragraphs (a) and (d). Senior Secured Credit Facility Agreement
(d) Subject to paragraph (c), if the Change of Control Offer provisions of this Section 1.4Borrower does not comply with it obligations under paragraph (a), the Company Facilities shall comply be cancelled and all outstanding Loans, together with accrued interest and all other amounts accrued under the applicable securities laws Finance Documents shall become immediately due and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflictpayable.
Appears in 1 contract
Sources: Loan Agreement (Hanarotelecom Inc)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect occurs, each holder of Notes will have the right to require the Issuers to repurchase some or all (in principal amounts of $2,000 or an integral multiple of $1,000) of such holder’s Notes pursuant to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”).
(b) to each holder Any Change of the 2018 Notes and 2023 Notes to repurchase any and all Control Offer will include a cash offer price of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 any Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any If a Change of Control Triggering EventOffer is required, within 20 Business Days following a Change of Control, the Issuers will give a notice shall be mailed to Holders of each Holder (with a copy to the Notes Trustee) describing the transaction or transactions Change of Control, offering to repurchase Notes on a specified date (the “Change of Control Payment Date”) and detailing the instructions that constitute a Holder must follow in order to have its Notes purchased. If such notice is given prior to the occurrence of a Change of Control, the Change of Control Triggering Event and offering to repurchase the Notes Offer shall be conditioned on the date specified in the notice, which date occurrence of such Change of Control. The Change of Control Payment Date will be no earlier than 15 days and no later than 60 days from the date such the notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenturegiven.
(bc) On the Change of Control Payment Date, the Company shallIssuers will, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment with the paying agent in respect of all Notes or portions of Notes properly tenderedso accepted; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with accepted and an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of all Notes purchased by the Issuers.
(d) The Paying Agent will promptly mail or portions otherwise deliver in accordance with the procedures of the Depository to each Holder of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that properly tendered the Change of Control Offer has been made Payment for such Notes, and the Trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each holder a new Note in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and principal amount equal to any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase unpurchased portion of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflictsurrendered.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder shall have the right to the Notes, unless require that the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 repurchase all or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all a portion of such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (subject to the “Change right of Control Payment”Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the provisions of the next paragraph. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to the occurrence of a Change of Control Triggering Event, notice shall be mailed to Holders but after the public announcement of the Notes describing transaction that constitutes or may constitute a Change of Control, the transaction or transactions Company shall mail a notice to each Holder with a copy to the Trustee, stating:
(a) that constitute the a Change of Control Triggering Event has occurred or will occur and offering that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount outstanding at the repurchase date plus accrued and unpaid interest, if any, to the Notes date of repurchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date) (the “Repurchase Price”);
(b) the circumstances and relevant facts and relevant financial information regarding such Change of Control Triggering Event;
(c) the repurchase date specified in the notice, (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed mailed) (the “Repurchase Date”);
(d) that any Note not tendered or accepted for payment will continue to accrue interest;
(e) that any Note accepted for payment shall cease to accrue interest after the Repurchase Date;
(f) that Holders electing to have a Note purchased will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice at least five days before the Repurchase Date;
(g) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; and
(h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. The notice shall, if mailed prior to the date of consummation of the Change of Control Payment Date”). Notwithstanding Triggering Event, state that the foregoing, installments right to require the Company to purchase such Holders’ Notes is conditioned on the Change of interest whose Stated Maturity is Control Triggering Event occurring on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) Repurchase Date. On the Change of Control Payment Repurchase Date, the Company shall, to the extent lawful:
shall (i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
tendered, (ii) deposit with the Trustee or a paying agent an amount equal Paying Agent money sufficient to pay the Change of Control Payment in respect Repurchase Price of all Notes or portions of Notes properly tendered; and
thereof so accepted and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, so accepted together with an Officers’ Certificate stating (1) the aggregate Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount equal to the Repurchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount of Notes or portions any unpurchased portion of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the IndentureNote surrendered. The Company shall will publicly announce the results of on the Change of Control Offer on Repurchase Date or as soon as possible after the date of purchasepracticable thereafter. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions For purposes of this Section 1.44.03, the Company Trustee shall comply with act as the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflictPaying Agent.
Appears in 1 contract
Sources: Supplemental Indenture (Standard Pacific Corp /De/)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless a third party makes a Change of Control Triggering Event Offer or the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the Notes, unless the Company shall have redeemed the 2018 outstanding Notes and 2023 Notes in full, as set forth in Section 1.3 5.7 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base IndentureSection 3.9(c), the Company shall make an offer to purchase all of the Notes pursuant to the offer described in this Section 3.9 (the “Change of Control Triggering Event Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Triggering Event Payment”) equal to 101101.0% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase; provided that if the date of repurchase (is on or after the “Change record date and on or before the corresponding interest payment date, then Holders in whose names the Notes are registered at the close of Control Payment”)business on such record date will receive interest on the date of repurchase. Within 30 days following any Change of Control Triggering Event, the Company will deliver or cause to be delivered a notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event and offering Offer electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to repurchase the Trustee, to each Holder of Notes on at the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the applicable procedures of DTC, with the following information: (1) that a Change of Control Triggering Event Offer is being made pursuant to this Section 3.9, and that all Notes properly tendered pursuant to such Change of Control Triggering Event Offer will be accepted for payment by the Company; (2) the purchase price and the purchase date, which date will be no earlier than 15 10 days and no nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.Triggering
(b) On the Change of Control Triggering Event Payment Date, the Company shallwill, to the extent lawful:
permitted by law, (i1) accept for payment all Notes issued by it or portions of Notes thereof properly tendered pursuant to the Change of Control Triggering Event Offer;,
(iic) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to The Company will not be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein required to make a Change of Control Triggering Event Offer have been complied with and following a Change of Control Triggering Event if (3x) that a third party makes the Change of Control Triggering Event Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The Company shall publicly announce the results of the requirements set forth in this Indenture applicable to a Change of Control Triggering Event Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Triggering Event Offer or (y) a notice of redemption of all outstanding Notes has been given pursuant to Section 5.7 hereof unless and until there is a default in the payment of the redemption price on the applicable Redemption Date or as soon as possible after the date of purchase. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder redemption is not consummated due to the extent failure of a condition precedent contained in the applicable redemption notice to be satisfied.
(d) Notwithstanding anything to the contrary in this Section 3.9, a Change of Control Triggering Event Offer may be made in advance of a Change of Control Triggering Event, conditional upon such laws and regulations are applicable in connection with Change of Control Triggering Event.
(e) The provisions of this Indenture relating to the Company’s obligation to make an offer to repurchase of the Notes as a result of a Change of Control Triggering Event. Event may, to the extent permitted by Article IX hereof, be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.
(f) While the Notes are in global form and the Company makes an offer to purchase all of the Notes pursuant to the Change of Control Triggering Event Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.
(g) To the extent that the provisions of any such securities laws laws, rules or regulations regulations, including Rule 14e-1 under the Exchange Act, conflict with the Change of Control Offer provisions of this Indenture, including this Section 1.43.9, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Indenture or this Section 1.4 3.9 by virtue of compliance therewith. The Company may rely on any such conflictno-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.
Appears in 1 contract
Sources: Indenture (Clean Harbors Inc)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the Notes, unless outstanding 2031 Notes pursuant to the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as optional redemption terms set forth in Section 1.3 the Officer’s Certificate, supplemental indenture or 1.3A resolutions of this Fifth Supplemental Indenture or the Company shall have defeased Issuers’ Boards, as applicable, governing the 2031 Notes or have satisfied and discharged the Notes, as set forth in Article Eleven pursuant to Section 11.01 of the Base Indenture, the Company Issuers shall make an offer to purchase all of the 2031 Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of 2018 Notes and 2023 Notes to be repurchased Control Offer at a higher amount, an “Alternate Offer”)) (such principal amount to be equal to $2,000 or any integral multiple price, the “Change of $1,000 in excess of $2,000), Control Payment”) plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, excluding the date of repurchase (purchase, subject to the “right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of the 2031 Notes on to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2031 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date will be no earlier than 15 days 20 Business Days and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to ; provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be payable satisfied or waived;
(3) that any 2031 Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2031 Notes, all 2031 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the applicable Interest Change of Control Payment Date Date;
(5) that Holders electing to have any 2031 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2031 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2031 Notes completed or otherwise in accordance with the procedures of DTC, to the Securityholders of such Notes registered as such Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that if less than all of such Holder’s 2031 Notes are tendered for purchase, such Holder will be issued new 2031 Notes (or, in the case of Global Securities, such 2031 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2031 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2031 Notes and surrendered (the Indenture.unpurchased portion of the 2031 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof);
(b7) On if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Company shall, to the extent lawful:Change of Control Payment Date as so delayed; and
(i) accept for payment 8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2031 Notes are in global form and the Issuers make an offer to purchase all of the 2031 Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with , a Holder of such 2031 Notes may exercise its option to elect for the Trustee or a paying agent an amount equal purchase of the 2031 Notes through the facilities of DTC, subject to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with its rules and (3) that the Change of Control Offer has been made in compliance with the Indentureregulations. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company Issuers shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the 2031 Notes as a result of pursuant to a Change of Control Triggering EventOffer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.46, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 6 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all 2031 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2031 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the 2031 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2031 Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2031 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2031 Notes validly tender and do not withdraw such 2031 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2031 Notes that have been validly tendered and not withdrawn by such conflictHolders, the Issuers or such third party shall 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 as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2031 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2031 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture.
(f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2031 Notes then outstanding.
(g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2031 Notes and/or the Note Guarantees so long as the tender of 2031 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2031 Notes being repurchased, plus accrued and unpaid interest thereon.
Appears in 1 contract
Change of Control Triggering Event. (a) If Except as otherwise provided in Section 9.7(b), the Issuers must commence, within 30 days after the occurrence of a Change of Control Triggering Event occurs with respect Event, and, subject to the Notes, unless the Company shall have redeemed the 2018 Notes terms and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all conditions of such holder’s 2018 Offer to Purchase, thereafter consummate an Offer to Purchase all Notes and 2023 Notes then outstanding, at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)the Notes, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Triggering Event provisions of this Section 1.4Indenture, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control Triggering Event provisions of this Section 1.4 Indenture by virtue of such compliance.
(b) The Issuers will not be required to make an Offer to Purchase as a result of a Change of Control Triggering Event if a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or if notice of redemption has been given pursuant to Section 5, Section 6 or Section 7 of the Notes. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The notice, if sent prior to the occurrence of the Change of Control Triggering Event, will state that the Change of Control Triggering Event Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Payment Date; provided, that if such Change of Control Trigger Event occurs after such proposed Payment Date and such Change of Control Triggering Event Offer is therefore not consummated, the Issuers shall make a Change of Control Triggering Event Offer within 30 days following a Change of Control Triggering Event, if any.
(c) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes held by non-Affiliates validly tender and do not withdraw such Notes in an Offer to Purchase and the Issuers, or any third party making the Offer to Purchase in lieu of the Issuers as described above, purchases all of the Notes validly tendered and not withdrawn by such conflictHolders, the Issuers or such third party will have the right, upon not less than 30 days nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase, 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 not including, the date of redemption.
Appears in 1 contract
Sources: Indenture (CareTrust REIT, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to Event, each Holder of Notes will have the Notes, right (unless the Company shall have redeemed has exercised its right to redeem all of the 2018 then outstanding Notes and 2023 pursuant to Section 5 of the Notes in full, as set forth in Section 1.3 by sending (or 1.3A causing the Trustee to send) a notice of this Fifth Supplemental Indenture or redemption) to require that the Company shall have defeased purchase all or a portion of such Holder’s Notes pursuant to the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the a “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up interest to, but excluding, the date applicable Change of repurchase Control Payment Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the Change of Control Payment Date) (the “Change of Control PaymentPurchase Price”). .
(b) Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Company must (unless the Company has exercised its right to repurchase redeem all of the Notes on pursuant to Section 5 of the date specified Notes by sending (or causing the Trustee to send) a notice of redemption) send, by first class mail, a notice to each Holder of Notes (or, in the noticecase of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which must be a Business Day no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed (or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding ;
(3) that any Note not tendered will continue to accrue interest;
(4) that any Note accepted for payment pursuant to the foregoingChange of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Note purchased in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided that the remaining principal amount of any such Note surrendered for repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof;
(6) that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, installments with the form entitled “Option of interest whose Stated Maturity is Holder to Elect Purchase” on the reverse of or attached to the Note duly completed, to the Person and at the address specified in the notice (or, in the case of Global Notes, to surrender the Notes and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date shall Date;
(7) that a Holder will be payable on entitled to withdraw its election if the applicable Interest Payment Date to the Securityholders of such Notes registered as such at Company receives, not later than the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered.
(c) On or before the Change of Control Payment Date for the Notes, the Company shallwill, to the extent lawful:
(i1) accept for payment all Notes or portions of Notes properly (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000;
(ii2) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment payment due in respect of all Notes or portions of Notes properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with so accepted for payment; and
(4) deliver to the Trustee an Officers’ Certificate stating (1) the aggregate principal amount of that such Notes or portions thereof were accepted for payment by the Company in accordance with the applicable provisions of this Indenture.
(d) The Company, the depositary, if any, appointed by the Company for such Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Company for purchase. Further, the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note accepted for payment (it being repurchasedunderstood that, notwithstanding anything in this Indenture to the contrary, no Officers’ Certificate or Opinion of Counsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any new Note not so accepted shall be promptly mailed or delivered (2including by book-entry transfer) that all conditions precedent contained herein by the Company or the Trustee to the Holder thereof.
(e) Interest on Notes (or portions thereof) validly tendered and not withdrawn pursuant to a Change of Control Offer will cease to accrue on and after the applicable Change of Control Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes).
(f) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, any accrued and unpaid interest on the Notes to, but excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date.
(g) The Company will not be required to make a Change of Control Offer have been complied with and (3) that for the Notes upon a Change of Control Triggering Event if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Indenture that are applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. The Company shall publicly announce Notwithstanding anything in this Indenture to the results contrary, a Change of Control Offer may be made in advance of a Change of Control or a Change of Control Triggering Event conditioned upon the occurrence of such a Change of Control or Change of Control Triggering Event, if a definitive agreement regarding such Change of Control is in effect at the time of making the Change of Control Offer on or as soon as possible after the date of purchase. Offer.
(h) The Company shall will comply in all material respects 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 the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Indenture relating to a Change of Control Offer provisions of this Section 1.4Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 1.4 Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event (including the definitions relating thereto) and the terms of any such conflictoffer may, subject to the limitations set forth in Section 9.02, be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Appears in 1 contract
Change of Control Triggering Event. The following additional covenants shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a1) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven XI of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes Holder to repurchase any and all of such holderHolder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 the Notes to be repurchased (such principal amount to be equal to $2,000 €100,000 or any integral multiple of $€1,000 in excess of $2,000thereof), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed delivered to the Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b2) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. .
(3) [Reserved]
(4) The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.41.5, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 1.5 by virtue of any such conflict.
Appears in 1 contract
Sources: First Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the any series of Notes, unless the Company shall have redeemed the 2018 Notes and 2023 such series of Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Eleventh Supplemental Indenture or the Company shall have defeased the such series of Notes or have satisfied and discharged the such series of Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder Holder of the 2018 Notes and 2023 applicable Notes to repurchase any and all of such holderHolder’s 2018 Notes and 2023 Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 such Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 such Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed delivered to Holders of the such series of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the such Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes of the applicable series or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes of the applicable series or portions of Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes of the applicable series or portions of Notes of the applicable series being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the any Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company each Holder shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or right to require the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes Issuers to repurchase all or any and all part of such holderHolder’s 2018 Notes and 2023 Notes Securities at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (subject to the “right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control Payment”). Triggering Event, the Issuers shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that they have exercised their right to redeem such Securities in accordance with Article 3 of this Indenture.
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuers have exercised their right to redeem the Securities in accordance with Article 3 of this Indenture, the Issuers shall send a notice shall be mailed (a “Change of Control Offer”) to Holders of each Holder with a copy to the Notes describing the transaction or transactions Trustee stating:
(i) that constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Notes Issuers to purchase all or a portion of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date);
(ii) the circumstances and relevant facts and information regarding such Change of Control Triggering Event;
(iii) the repurchase date specified in the notice, (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(iv) the “Change of Control Payment Date”). Notwithstanding instructions determined by the foregoingIssuers, installments of interest whose Stated Maturity is on or prior consistent with this Section 4.08, that a Holder must follow in order to have its Securities purchased.
(c) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Issuers at the address specified in the Change of Control Payment Date Offer at least three Business Days prior to the purchase date. The Holders shall be payable on entitled to withdraw their election if the applicable Interest Payment Date Trustee or the Issuers receive not later than two Business Days prior to the Securityholders purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Notes registered as ▇▇▇▇▇▇ is withdrawing its election to have such at the close of business on the applicable regular record date pursuant Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the Notes and unpurchased portion of the IndentureSecurities surrendered.
(bd) On the Change of Control Payment Datepurchase date, all Securities purchased by the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to Issuers under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Notes properly acceptedIssuers shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.
(e) Notwithstanding the foregoing provisions of this Section 4.08, together the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Triggering 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 Section 4.08(b) applicable to a Change of Control Offer made by the Issuers and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.
(f) At the time the Issuers deliver Securities to the Trustee that are to be accepted for purchase, the Issuers shall also deliver an Officers’ Officer’s Certificate stating that such Securities are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
(1g) Prior to any Change of Control Offer, the aggregate principal amount of Notes or portions of Notes being repurchased, (2) Issuers shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Issuers to make a Change of Control Offer such offer have been complied with and with.
(3h) that The Issuers shall comply, to the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventSecurities pursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.08, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 1.4 4.08 by virtue thereof.
(i) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event (subject to any extensions to the extent set forth in the notice of such conflictChange of Control Offer).
(j) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers, purchase all of the Securities validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 30 nor more than 60 days’ prior notice, which notice must be given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Securities 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.
Appears in 1 contract
Sources: Indenture
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes thereon to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”)) in accordance with the procedures set forth below. Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute date on which the Change of Control Triggering Event and offering occurs, the Company must send by first-class mail, a notice to repurchase each Holder, with a copy to the Notes on the date specified in the noticeTrustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.07 and that all Notes tendered shall be accepted for payment;
(2) the Change of Control Payment and the purchase date will (which shall be a Business Day no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding );
(3) that any Note not tendered shall continue to accrue interest;
(4) that, unless the foregoingCompany defaults in the payment of the Change of Control Payment, installments of interest whose Stated Maturity is on or prior any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date Date;
(5) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer shall be payable required to surrender the Notes, with the form entitled “Option of the Holder to Elect Purchase” on the applicable Interest Payment Date reverse of the Note completed, to the Securityholders of such Notes registered as such Paying Agent at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall 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;
(7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes and the Indenture.surrendered;
(b8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(9) 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 all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
, (ii2) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
, and (iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, accepted together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchasedpurchased by the Company. Subject to applicable Depository procedures with respect to Global Notes, (2) that all conditions precedent contained herein the Paying Agent shall as promptly as practicable mail to make a Change each Holder of Control Offer have been complied with and (3) that Notes properly tendered the Change of Control Offer has been made Payment for such Notes, and the Company and the Trustee shall as promptly as practicable execute and authenticate and mail to each Holder a new Note in compliance with the Indenture. The Company shall publicly announce the results principal amount equal to any unpurchased portion of the Change Notes surrendered, if any; provided however, that each such new Note shall be in a principal amount of Control Offer on $2,000 or as soon as possible after the date an integral multiple of purchase$1,000 in excess thereof. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.07, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 1.4 4.07 by virtue of any such conflictthereof.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs after the Issue Date, unless, prior to, or concurrently with, the time the Company is required to make a Change of Control Offer, the Company has previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the Notes, unless the Company shall have redeemed the 2018 Outstanding Notes and 2023 Notes in full, as set forth described in Section 1.3 401 or 1.3A 1105 of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall will make an offer to repurchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price (as may be calculated by the Company) in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up interest to, but excluding, the date of repurchase (repurchase, subject to the “rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders the Company (or, at the Company’s request and expense, the Trustee, in the name of the Notes describing the transaction or transactions that constitute the Company) will send notice of such Change of Control Triggering Event Offer in accordance with Section 107, with a copy to the Trustee, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 1009 and offering that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(2) the repurchase price and the Notes on the date specified in the noticerepurchase date, which date will be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding , except in the foregoingcase of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event as described below;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that, installments unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest whose Stated Maturity is on the Change of Control Payment Date;
(5) that Holders electing to have any Notes repurchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice 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;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to repurchase such Notes, provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, a facsimile or other electronic transmission or letter setting forth the name of the Holder or otherwise in accordance with the procedures of DTC, the principal amount of Notes tendered for repurchase, and a statement that such Holder is withdrawing such Holder’s tendered Notes and such Holder’s election to have such Notes repurchased;
(7) that Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the unrepurchased portion of the Notes surrendered, which unrepurchased portion must be equal to $2,000 or a $1,000 integral multiple in excess thereof;
(8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and any other conditions and describing each such condition, and, if applicable, stating that, in the Company’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be payable on satisfied, or that such purchase may not occur and such notice may be rescinded in the applicable Interest Payment Date to event that the Securityholders Company shall determine that the Change of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On Control Triggering Event will not occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(9) such other instructions, as determined by the Company, consistent with this Section 1009, that a Holder must follow. If the Notes are in global form and the Company shall, makes an offer to repurchase all of the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
, a Holder may exercise its option to elect for the repurchase of the Notes through the facilities of DTC, subject to its rules and regulations. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (iia) deposit with the Trustee notice is sent in a manner herein provided and (b) any Holder fails to receive such notice or a paying agent an amount equal Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the Change validity of Control Payment in respect the proceedings for the purchase of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes as to all other Holders that properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenturereceived such notice without defect. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall will comply in all material respects 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 or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4Indenture, the Company shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 1.4 Indenture by virtue thereof. On the Change of Control Payment Date, the Company will, to the extent permitted by law,
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating that such Notes or portions thereof have been tendered to and repurchased by the Company. The Paying Agent will promptly send to each Holder of Notes that were properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any, provided that each such conflictnew Note will be in a principal amount of $2,000 or a $1,000 integral multiple in excess thereof. The Company will not be required to make a Change of Control Offer if another Person makes such Change of Control Offer contemporaneously with or upon a Change of Control Triggering Event in the manner, and at the times set forth in the Indenture and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon and settlement delayed until such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making such a Change of Control Offer. Notwithstanding any other provision hereof, in connection with any tender offer or Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the then Outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Company, or any other Person making such offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such other Person will have the right upon not less than 10 days nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date, (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant interest payment date falling prior to or on the applicable Redemption Date).
Appears in 1 contract
Sources: Indenture (NMI Holdings, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Secured Notes, unless unless, prior to the Company shall time the Issuers are required to make a Change of Control Offer, the Issuers have redeemed the 2018 Notes and 2023 Notes in fullpreviously or concurrently mailed or delivered, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notesotherwise sent through electronic transmission, as set forth in Article Eleven a redemption notice with respect to all of the Base Indentureoutstanding Secured Notes pursuant to Section 3.07 or Section 11.01, the Company Issuers shall make an offer to purchase all of the Secured Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, excluding the date of repurchase (purchase, subject to the “right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 60 days following any Change of Control Triggering Event, the Issuers shall send notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of the Secured Notes on to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Secured Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date will be no earlier than 15 days and no 20 Business Days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to ; provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be payable satisfied;
(3) that any Secured Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Secured Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the applicable Interest Change of Control Payment Date Date;
(5) that Holders electing to have any Secured Notes purchased pursuant to a Change of Control Offer will be required to surrender the Secured Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Secured Notes completed, to the Securityholders of such Notes registered as such Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Secured Notes and their election to require the Issuers to purchase the Secured Notes; provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, a electronic transmission or letter setting forth the name of the Holder of the Secured Notes, the principal amount of Secured Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Secured Notes and its election to have the Secured Notes purchased;
(7) that if the Issuers are redeeming less than all of the Secured Notes, the Holders of the remaining Secured Notes will be issued new Secured Notes and such new Secured Notes will be equal in principal amount to the unpurchased portion of the Secured Notes and surrendered (the Indenture.unpurchased portion of the Secured Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof);
(b) On 8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and shall describe each such condition and, if applicable, shall state that in the Issuers’ discretion the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or that such purchase shall not occur and such notice shall be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to by the Change of Control Payment Date as so delayed, unless such conditions are waived by the Issuers in respect of all Notes or portions of Notes properly tenderedtheir discretion; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (19) the aggregate principal amount of Notes or portions of Notes being repurchasedother instructions, (2) as determined by the Issuers, consistent with this Section 4.14, that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the IndentureHolder must follow. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company Issuers shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the Secured Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.14, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all Secured Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Secured Notes or portions thereof so tendered, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Secured Notes so accepted together with an Officer’s Certificate to the Trustee stating that the Secured Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party approved by Holdings makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Secured Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, 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 or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the provisions of this Indenture, the Secured Notes and/or the Note Guarantees; provided that such Change of Control Offer shall not include the delivery of such consents as a condition precedent.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Secured Notes validly tender and do not withdraw the Secured Notes in a Change of Control Offer and the Issuers, or any third party approved in writing by Holdings making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 4.14, purchases all of the Secured Notes validly tendered and not withdrawn by such conflictHolders, the Issuers or such third party shall have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 60 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 4.14, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all Secured Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date.
(f) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(g) The provisions of this Section 4.14 relating to the Issuers’ obligation to make a Change of Control Offer with respect to the Secured Notes upon a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the Secured Notes.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notesoccurs, unless the Company shall have redeemed has previously or substantially concurrently therewith delivered a redemption notice with respect to all of the 2018 outstanding Notes and 2023 Notes in full, as set forth in under Section 1.3 5.6(a) or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base IndentureSection 5.6(d), the Company shall will make an offer (the “Change of Control Offer”) to each holder purchase all of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of 2018 repurchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer will deliver or cause to be delivered notice of such Change of Control Offer electronically in accordance with the procedures of DTC or by first class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 3.9, and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest, on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the applicable Paying Agent specified in the notice 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, or otherwise comply with DTC procedures;
(6) that Holders will be entitled to withdraw their tendered Notes and 2023 their election to require the Issuer to purchase such Notes; provided that the applicable Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased, or otherwise comply with DTC procedures;
(7) that Holders whose Notes are being purchased only in part will be repurchased (issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, ;
(8) if any, on such notice is delivered prior to the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date occurrence of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the a Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the noticeaccordance with Section 3.9(d), which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance is conditional on the occurrence of such Change of Control Triggering Event; and
(9) the other instructions, as determined by the Issuer, consistent with the Indenturethis Section 3.9, that a Holder must follow. The Company shall applicable Paying Agent will promptly deliver to each Holder of the Notes tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to 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 will be in a minimum principal amount of $2,000 or an integral 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 possible practicable after the Change of Control Payment Date. If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid on the Change of purchase. Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date.
(b) On the Change of Control Payment Date, the Issuer will, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the applicable Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Company shall comply Issuer will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (x) 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all material respects Notes validly tendered and not withdrawn under such Change of Control Offer or (y) a notice of redemption of all outstanding Notes has been given pursuant to Section 5.6 hereof unless and until there is a default in the payment of the redemption price on the applicable Redemption Date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied.
(d) Notwithstanding anything to the contrary in this Section 3.9, 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 the Change of Control Offer is made.
(e) While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.
(f) The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws laws, rules and regulations thereunder to the extent such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws laws, rules or regulations regulations, including Rule 14e-1 under the Exchange Act, conflict with the Change of Control Offer provisions of this Section 1.4Indenture, the Company shall comply with the applicable securities laws and regulations and Issuer shall not be deemed to have breached its obligations under described in this Section 1.4 Indenture by virtue of compliance therewith. The Issuer may rely on any such conflictno-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.
Appears in 1 contract
Sources: Indenture (Thor Industries Inc)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes(as defined below) occurs, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A has exercised its right to redeem all of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenturedescribed above, the Company shall will make an offer to each Holder of the Notes to purchase such Notes (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”), subject to the right of Holders of record on the applicable record date to receive any interest due on the Change of Control Payment Date (as defined below). Within 30 days following the date upon which any Change of Control Triggering EventEvent has occurred or, notice shall be mailed at the Company’s option, prior to Holders any Change of Control, but after the public announcement of the Notes describing the transaction that constitutes or transactions that may constitute the Change of Control Triggering Event and offering Control, unless the Company has exercised its right to repurchase redeem all of the Notes on as described above, the Company will send or deliver electronically a notice of such Change of Control Offer to each Holder or otherwise deliver notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee, stating, among other things, the purchase date specified in the notice, (which date will must be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding The notice, if mailed or delivered electronically prior to the foregoingdate of consummation of the Change of Control, installments will state that the Change of interest whose Stated Maturity Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) Date. On the Change of Control Payment Date, the Company shallwill, to the extent lawful:
(i1) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer, provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000;
(ii2) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly so tendered; and
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, so accepted together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of Notes or portions of such Notes being repurchasedpurchased by the Company in accordance with the terms of this covenant. The Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (2or otherwise deliver in accordance with the applicable procedures of DTC) (or cause to be transferred by book entry) to each Holder a new Note (it being understood that, notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the Trustee to authenticate and mail or deliver such new Note) equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent contained herein each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to make the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date. The Change of Control Triggering Event provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control Offer have been complied with and (3) Triggering Event, the Indenture does not contain provisions that permit the Holders to require that the Change Company repurchase or redeem the Notes in the event of Control Offer has been made in compliance with the Indenturea takeover, recapitalization or similar transaction. The Company shall publicly announce comply, to the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under 14(e)-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of pursuant to a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4terms described in the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue thereof; rather, the Company shall be deemed to be in compliance with those obligations if it complies with its obligation to repurchase Notes upon a Change of Control Triggering Event in accordance with the Indenture, modified as necessary by the Company in good faith to permit compliance with any such conflict.law or regulation. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Purchase Exercise Notice Upon a Change of Control Triggering Event” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of DTC, prior to the close of business on the third business day prior to the Change of Control Payment Date. The Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company hereunder and such third party purchases all Notes properly tendered and not withdrawn under its offer in accordance with such requirements. In addition, the Company will not purchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the change of control payment upon a Change of Control Triggering Event. If Holders of not less than 90% in aggregate principal amount of outstanding Notes validly tender and do not withdraw such notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders will be deemed to have consented to such Change of Control Offer and, accordingly, the Company 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 described above, to redeem all Notes that remain outstanding following such purchase at a redemption 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 (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date) The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the Company’s assets and the assets of its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to purchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the Company’s assets and the assets of its subsidiaries taken as a whole to another person may be uncertain. For purposes of the Change of Control Offer provisions of the Notes, the following definitions are applicable:
Appears in 1 contract
Sources: Supplemental Indenture (Cadence Design Systems Inc)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder shall have the right to the Notes, unless require that the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of purchase such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), purchase plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase (subject to the “Change right of Control Payment”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 Section 4.01(b).
(b) Within 30 days following any Change of Control Triggering Event, notice shall be mailed unless the Company has exercised its option to Holders redeem all the Notes pursuant to paragraph 5 of the Notes describing Notes, the transaction Company shall mail (or transactions deliver by electronic transmission in accordance with the applicable procedures of the Depositary) a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase plus accrued and unpaid interest, if any, to the notice, 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 that constitute or may constitute such Change of Control Triggering Event;
(3) the purchase date (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”sent). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii4) deliver or cause the instructions, as determined by the Company, consistent with this Section 4.01, that a Holder must follow in order to have its Notes purchased.
(c) Holders electing to have a Note purchased will be delivered required to surrender the Note, with an appropriate form duly completed, to the Trustee for cancellation at the address specified in the notice at least three Business Days prior to the purchase date. Notes properly acceptedheld in book entry form shall be delivered in accordance with the Depositary’s procedures. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, together with an Officers’ Certificate stating (1) a facsimile transmission or letter setting forth the aggregate 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 his election to have such Note purchased.
(d) On the purchase date, all Notes or portions purchased by the Company under this Section 4.01 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.
(e) Notwithstanding the foregoing provisions of Notes being repurchasedthis Section 4.01, (2) that all conditions precedent contained herein the Company shall not be required to make a Change of Control Offer have been complied with and (3) that following a Change of Control Triggering Event if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Section 4.01 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or if the Company has exercised its option to redeem all the Notes pursuant to paragraph 5 of the Notes. The Company shall publicly announce Notwithstanding anything to the results contrary herein, 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 Offer on or as soon as possible after at the date time of purchase. making of such Change of Control Offer.
(f) The Company shall comply in all material respects comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Control Triggering Eventpursuant to this Section 4.01. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.01, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.01 by virtue of any its compliance with such conflictsecurities laws or regulations.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article Eleven XI of the Base Indenture, the Company shall make an offer (the a “Change of Control Offer”) to each holder Holder of the 2018 Notes and 2023 applicable series of the Notes to repurchase any and all of such holder▇▇▇▇▇▇’s 2018 Notes and 2023 Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 the Notes to be repurchased (such principal amount to be equal to $2,000 ¥100,000,000 or any integral multiple of $1,000 ¥10,000,000 in excess of $2,000thereof), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the such Notes on the date specified in the notice, which date will be no earlier than 15 10 days and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful, to:
(i) accept for payment all Notes or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased has exercised its option to redeem the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenturedescribed above, the Company shall be required to make an offer (the “Change of Control Offer”) to each holder Holder of the 2018 Notes and 2023 Notes then outstanding Notes, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth herein and all in the Notes. In the Change of such holder’s 2018 Notes and 2023 Notes at a repurchase price Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)repurchased, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes repurchased to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventEvent or, notice at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall be mailed mail to Holders of the Notes Notes, and furnish the Trustee with a copy thereof, a notice describing the transaction that constitutes or transactions that may constitute the Change of Control Triggering Event and Event, offering to repurchase the Notes on the date specified in the notice, which date will shall be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), setting forth the instructions determined by the Company, consistent with the provisions of this Section 3.2, that a Holder must follow in order to have its Notes purchased, and stating that a Holder may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing in Exhibit A, or a comparable form, together with any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. Notwithstanding The notice shall, if mailed prior to the foregoingdate of consummation of the Change of Control, installments state that the offer to purchase is conditioned on the Change of interest whose Stated Maturity is Control Triggering Event occurring on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the IndentureDate.
(b) On the Change of Control Payment DateDate for the Notes, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, accepted together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, .
(2c) that all conditions precedent contained herein The Company shall not be required to make a Change of Control Offer have been complied upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and (3) that the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Offer has been made in compliance with Payment Date an event of default under the Indenture. The Company shall publicly announce , other than a default in the results payment of the Change of Control Offer on or as soon as possible after the date Payment upon a Change of purchase. Control Triggering Event.
(d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4the Notes, the Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 the Change of Control Offer provisions of the Notes by virtue of any such conflict.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the Notes, unless outstanding 2034 Notes pursuant to the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as optional redemption terms set forth in Section 1.3 the Officer’s Certificate, supplemental indenture or 1.3A resolutions of this Fifth Supplemental Indenture or the Company shall have defeased Issuers’ Boards, as applicable, governing the 2034 Notes or have satisfied and discharged the Notes, as set forth in Article Eleven pursuant to Section 11.01 of the Base Indenture, the Company Issuers shall make an offer to purchase all of the 2034 Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of 2018 Notes and 2023 Notes to be repurchased Control Offer at a higher amount, an “Alternate Offer”)) (such principal amount to be equal to $2,000 or any integral multiple price, the “Change of $1,000 in excess of $2,000), Control Payment”) plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, excluding the date of repurchase (purchase, subject to the “right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of the 2034 Notes on to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2034 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date will be no earlier than 15 days 20 Business Days and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to ; provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be payable satisfied or waived;
(3) that any 2034 Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2034 Notes, all 2034 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the applicable Interest Change of Control Payment Date Date;
(5) that Holders electing to have any 2034 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2034 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2034 Notes completed or otherwise in accordance with the procedures of DTC, to the Securityholders of such Notes registered as such Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that if less than all of such Holder’s 2034 Notes are tendered for purchase, such Holder will be issued new 2034 Notes (or, in the case of Global Securities, such 2034 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2034 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2034 Notes and surrendered (the Indenture.unpurchased portion of the 2034 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof);
(b7) On if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Company shall, to the extent lawful:Change of Control Payment Date as so delayed; and
(i) accept for payment 8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2034 Notes are in global form and the Issuers make an offer to purchase all of the 2034 Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with , a Holder of such 2034 Notes may exercise its option to elect for the Trustee or a paying agent an amount equal purchase of the 2034 Notes through the facilities of DTC, subject to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with its rules and (3) that the Change of Control Offer has been made in compliance with the Indentureregulations. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company Issuers shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the 2034 Notes as a result of pursuant to a Change of Control Triggering EventOffer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.46, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 6 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all 2034 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2034 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the 2034 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2034 Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2034 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2034 Notes validly tender and do not withdraw such 2034 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2034 Notes that have been validly tendered and not withdrawn by such conflictHolders, the Issuers or such third party shall 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 as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2034 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2034 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture.
(f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2034 Notes then outstanding.
(g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2034 Notes and/or the Note Guarantees so long as the tender of 2034 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2034 Notes being repurchased, plus accrued and unpaid interest thereon.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indentureoccurs, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excludingnot including, the date of repurchase (purchase, subject to the “Change right of Control Payment”)Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Company shall send notice shall be mailed of such Change of Control Offer by first class mail or electronically, to Holders each Holder to the address of such Holder appearing in the Notes describing security register with a copy to the Trustee, with the following information:
(1) a description of the transaction or transactions and identification of the ratings decline that together constitute the a Change of Control Triggering Event and offering stating that a Change of Control Offer is being made pursuant to repurchase this Section 1017, and that all Notes properly tendered pursuant to such Change of Control Offer shall be accepted for payment;
(2) the Notes on purchase price and the date specified in the noticepurchase date, which date will shall be no earlier than 15 days and no nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding ;
(3) any Note not properly tendered shall remain outstanding and continue to accrue interest;
(4) unless the foregoingCompany defaults in the payment of the Change of Control Payment, installments of interest whose Stated Maturity is on or prior all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date Date;
(5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be payable required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the applicable Interest Payment Date reverse of the Notes completed, to the Securityholders of such Notes registered as such paying agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On third Business Day preceding the Change of Control Payment Date;
(6) Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the paying agent receives, not later than the close of business on the last day of the offer period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the Company shallprincipal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and
(7) Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the extent lawful:unpurchased portion of the Notes surrendered (which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000); provided that no Notes of less than $2,000 shall be redeemed in part.
(ib) accept for payment While the Notes are in global form and the Company makes an offer to purchase all of the Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.
(iic) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Triggering Event provisions of this Section 1.4Indenture, or compliance with the Change of Control Triggering Event provisions of this Indenture would constitute a violation of any such law or regulation, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 1017 by virtue thereof.
(d) On the Change of any Control Payment Date, the Company shall, to the extent permitted by law,
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating that such conflictNotes or portions thereof have been tendered to and purchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered, if any; provided that no Notes of $2,000 or less shall be redeemed in part and each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(f) The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) 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 Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given pursuant to Section 1105 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 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.
(g) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described above) purchases all of the Notes held by such Holders, the Company shall have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding to, but not including, the date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.
Appears in 1 contract
Sources: Indenture (SemGroup Corp)
Change of Control Triggering Event. (a) If Upon the occurrence, after the Issue Date, of a Change of Control Triggering Event occurs with respect Event, each Holder shall have the right to require the Issuer to repurchase all or any part of such Holder’s Notes pursuant to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes offer described in full, as set forth in this Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer 4.11 (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excludingnot including, the purchase date (subject to the right of repurchase (Holders on the “relevant Record Date to receive interest due on the relevant Interest Payment Date occurring on or prior to the Change of Control Payment”Purchase Date). .
(b) Within 30 days following any Change of Control Triggering Event, the Issuer shall send or cause to be sent by first-class mail (or electronic transmission in the case of Notes held in book-entry form), with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Note register, a notice stating (as applicable): (A) that a Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes properly tendered shall be mailed to Holders of the Notes describing the transaction or transactions that constitute accepted for repurchase; (B) the Change of Control Triggering Event Purchase Price and offering to repurchase the Notes on the date specified in the noticepurchase date, which date will be shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 15 20 business days and no nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Purchase Date”). Notwithstanding ; (C) if such notice is delivered prior to the foregoingoccurrence of a Change of Control Triggering Event, installments that the Change of interest whose Stated Maturity Control Offer is on conditional upon the occurrence of such Change of Control Triggering Event or such other condition specified therein and shall describe each such condition and, if applicable, that, in the Issuer’s discretion, the Change of Control Purchase Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered) as any and all such conditions shall be satisfied or waived, or that such purchases may not occur and such notice may be rescinded in the event that the Issuer believes that any or all such conditions (including the occurrence of such Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Purchase Date, or by the Change of Control Purchase Date as so delayed; and (D) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.
(c) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed and attached to the Note, or transfer by book-entry transfer, to the Issuer or its agent at the address specified in the notice at least three Business Days prior to the Change of Control Payment Date Purchase Date. Holders shall be payable on entitled to withdraw their election if the applicable Interest Payment Date to Trustee or the Securityholders of such Notes registered as such at Issuer receives not later than the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant second Business Day prior to the Change of Control Offer;Purchase Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note that was delivered for purchase by the Holder and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Note purchased.
(iid) Prior to 11:00 a.m. New York City time on the Change of Control Purchase Date, the Issuer shall irrevocably deposit with either the Trustee or a paying agent with the Paying Agent (or, if the Issuer, the Parent Guarantor or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause Purchase Price payable to the Holders entitled thereto, to be delivered held for payment in accordance with the provisions of this Section 4.11. On the Change of Control Purchase Date, the Issuer shall deliver to the Trustee the Notes or portions thereof that have been properly acceptedtendered to and are to be accepted by the Issuer for payment. The Trustee or the Paying Agent shall, together on the Change of Control Purchase Date, mail or, in the case of Global Notes, deliver in accordance with an Officers’ Certificate stating (1) the applicable procedures of DTC payment to each tendering Holder of the Change of Control Purchase Price. In the event that the aggregate principal Change of Control Purchase Price is less than the amount delivered by the Issuer to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer immediately after the Change of Notes or portions of Notes being repurchased, Control Purchase Date.
(2e) that all conditions precedent contained herein The Issuer shall not be required to make a Change of Control Offer have been complied with and if (3i) that a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (ii) in connection with or in contemplation of any Change of Control Triggering Event, the Issuer (or any affiliate of the Issuer) or a third party has made an offer to purchase at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer or (iii) notice of redemption has been given pursuant to Section 3.08 to redeem all of the Notes, unless and until there is a default in payment of the applicable redemption price. The Company shall publicly announce Notwithstanding anything to the results contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control Triggering Event or conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made. A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Note Guarantees (but the Change of Control Offer and the Alternate Offer may not condition tenders on or as soon as possible after the date delivery of purchase. such consents).
(f) The Company Issuer shall comply in all material respects comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Control Triggering Eventpursuant to this Section 4.11. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.11, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.11 by virtue thereof.
(g) Subject to Section 9.02(h), the obligation of the Issuer to make a Change of Control Offer pursuant to this Section 4.11 may be waived or modified at any such conflicttime prior to the occurrence of a Change of Control Triggering Event with the written consent of the holders of a majority in principal amount of the Notes.
Appears in 1 contract
Change of Control Triggering Event. (a) If Subject to Section 10.09(c), within 30 days of the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in has previously exercised its right to redeem all Outstanding Securities under Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture11.01, the Company shall will be required to make an offer (the “a Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and Offer for all of such holder’s 2018 Notes and 2023 Notes Outstanding Securities at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenturepurchase.
(b) On the A “Change of Control Payment Date, the Company shall, Control” will be deemed to the extent lawfuloccur at such time as either:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) a “person” or “group” ( within the aggregate principal amount meaning of Notes or portions Sections 13(d) and 14(d)(2) of Notes being repurchased, the Exchange Act) becomes the ultimate “beneficial owner” ( as defined in Rule 13d-3 under the Exchange Act and including by reason of any change in the ultimate “beneficial ownership” of the Capital Stock of the Company) of more than 50% of the total voting power of the Voting Stock of the Company (calculated on a fully diluted basis); or
(2) that all conditions precedent contained herein individuals who at the beginning of any period of two consecutive calendar years constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election was approved by a vote of at least two-thirds of the members of such Board of Directors then still in office who either were members of such Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least 50% of the members of such Board of Directors then in office.
(c) The Company will not be required to make a Change of Control Offer have been complied with and for any Securities upon a Change of Control Triggering Event if (3i) that a third party makes the a Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result of upon a Change of Control Triggering Event. To , as described in this Section 10.09, in the extent that manner, at the provisions times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of any such securities laws or regulations conflict with Control Offer upon a Change of Control Triggering Event made by the Company and purchases all Securities properly tendered and not withdrawn under the Change of Control Offer provisions upon a Change of Control Triggering Event; or (ii) it has previously exercised its right to redeem all of the Securities as described under Article XI in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture.
(d) If the Company fails to make the Change of Control Offer or fails to pay the purchase price and accrued interest described above on the date specified therefor, the Trustee and the Holders of Securities will have the rights described under Section 1.45.01.
(e) In the event that the Company makes a Change of Control Offer for the Securities, the Company shall comply with the any applicable securities laws and regulations regulations, including any applicable requirements of Section 14(e) of, and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflictRule 14e-1 under, the Exchange Act.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless a third party makes a Change of Control Offer or the Issuer has previously or substantially concurrently therewith delivered a redemption notice with respect to all of the Notes, unless the Company shall have redeemed the 2018 outstanding Notes and 2023 Notes in full, as set forth in under Section 1.3 5.7(a) or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base IndentureSection 5.7(d), the Company Issuer shall make an offer (the “Change of Control Offer”) to each holder purchase all of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of 2018 repurchase; provided that if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose names the Notes are registered at the close of business on such record date will receive the interest due on the repurchase date subject to the applicable procedures of DTC. Within 30 days following any Change of Control Triggering Event, the Issuer will deliver or cause to be delivered a notice of such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and setting forth the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 3.9, and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest, on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the applicable Paying Agent specified in the notice 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, or otherwise comply with DTC procedures;
(6) that Holders will be entitled to withdraw their tendered Notes and 2023 their election to require the Issuer to purchase such Notes; provided that the applicable Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased, or otherwise comply with DTC procedures;
(7) that Holders whose Notes are being purchased only in part will be repurchased (issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, ;
(8) if any, on such notice is delivered prior to the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date occurrence of repurchase (the “Change of Control Payment”). Within 30 days following any a Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions stating that constitute the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and offering Event; and
(9) the other instructions, as determined by the Issuer, consistent with this Section 3.9, that a Holder must follow. The applicable Paying Agent will promptly deliver to repurchase each Holder of the Notes on tendered the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)for such Notes, and the Trustee will promptly authenticate and mail (or cause to 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to If the Change of Control Payment Date shall is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be payable paid on the applicable Interest Change of Control Payment Date to the Securityholders of such Notes Person in whose name a Note is registered as such at the close of business on the applicable regular such record date pursuant to the Notes and the Indenturedate.
(b) On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful:permitted by law,
(i1) accept for payment all Notes issued by it or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;,
(ii2) prior to 11:00 a.m. New York City time deposit with the Trustee or a paying agent applicable Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; , and
(iii3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes properly accepted, so accepted together with an Officers’ Officer’s Certificate to the Trustee stating (1) the aggregate principal amount of that such Notes or portions of Notes being repurchased, thereof have been tendered to and purchased by the Issuer.
(2c) that all conditions precedent contained herein The Issuer will not be required to make a Change of Control Offer have been complied with and following a Change of Control Triggering Event if (3x) that a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The Company shall publicly announce requirements set forth in this Indenture applicable to a Change of Control Offer made by the results Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (y) a notice of redemption of all outstanding Notes has been given pursuant to Section 5.7 hereof unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied.
(d) Notwithstanding anything to the contrary in this Section 3.9, 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.
(e) [Reserved].
(f) While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer on or as soon as possible after Offer, a Holder may exercise its option to elect for the date purchase of purchase. the Notes through the facilities of DTC, subject to its rules and regulations.
(g) The Company shall comply in all material respects Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws laws, rules and regulations thereunder to the extent such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws laws, rules or regulations conflict with the Change of Control Offer provisions of this Section 1.4Indenture, the Company shall comply with the applicable securities laws and regulations and Issuer shall not be deemed to have breached its obligations under described in this Section 1.4 Indenture by virtue of any such conflictcompliance therewith.
Appears in 1 contract
Sources: Indenture (Korn Ferry)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless the Company has exercised its right to redeem the Notes pursuant to Article 6 of this Eleventh Supplemental Indenture by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of the Notes shall have the right to require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described in this Section 3.01 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) Unless the Company has exercised its right to redeem the Notes, within 30 days following the date upon which the Change of Control Triggering Event occurs with respect to the Notes, unless or at the Company shall have redeemed Company’s option, prior to any Change of Control but after the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven public announcement of the Base Indenturepending Change of Control, the Company shall make an offer (be required to send a notice to each Holder of Notes, with a copy to the “Trustee, which notice shall govern the terms of the Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000). Such notice shall state, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excludingamong other things, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the noticepurchase date, which date will must be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed sent, other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding The notice, if sent prior to the foregoingdate of consummation of the Change of Control, installments shall state that the Change of interest whose Stated Maturity Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the IndentureDate.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, accepted together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) repurchased and that all conditions precedent contained herein to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.
(d) The Company shall not be required to make a Change of Control Offer have been complied with respect to the Notes if a third party makes such an offer in the manner, at the times and (3) that the Change of Control Offer has been made otherwise in compliance with the Indenture. The requirements for such an offer made by the Company shall publicly announce and such third party purchases all the results of the Change of Control Offer on or as soon as possible after the date of purchase. Notes properly tendered and not withdrawn under its offer.
(e) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.43.01, the Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 3.01 by virtue of any such conflict.
Appears in 1 contract
Change of Control Triggering Event. (a1) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have redeemed exercised its option to redeem the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A Article III of this Fifth Supplemental Indenture Indenture, or the Company shall have defeased satisfied and discharged the Notes or have satisfied and discharged defeased the Notes, as set forth in Article Eleven 11 of the Base Indenture or Article 7 of this Supplemental Indenture, respectively, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes Holder to repurchase any and all of such holderH▇▇▇▇▇’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any an integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall give written notice shall be mailed to the Trustee and Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed given (the “Change of Control Payment Date”). , pursuant to the procedures required by the Notes and described in such notice.
(2) Notwithstanding the foregoing, installments of interest whose Stated Maturity is on the applicable series of Notes that are due and payable on the Interest Payment Dates falling on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b3) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;Offer;
(ii) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. .
(4) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4Article IV, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 Article IV by virtue of any such conflict.
(5) Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer for the Notes upon a Change of Control Triggering Event if (a) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer, or (b) prior to the occurrence of the related Change of Control Triggering Event, the Company has given written notice of a redemption as provided under Article 3 of this Supplemental Indenture unless the Company has failed to pay the Redemption Price on the Optional Redemption Date.
(6) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making such an offer in lieu of the Company as described in Section 4.01(a)(5) of this Supplemental Indenture, purchase all of such Notes properly tendered and not withdrawn by such Holders, the Company, or such third party, has the right, upon not less than 10 days’ nor more than 60 days’ prior notice (provided that such notice is given not more than 60 days following such repurchase pursuant to the applicable Change of Control Offer) to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Purchase Date”) and at a price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the Second Change of Control Purchase Date.
Appears in 1 contract
Sources: First Supplemental Indenture (Uber Technologies, Inc)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless the Issuer has previously or concurrently delivered a redemption notice with respect to all the Notes, unless the Company shall have redeemed the 2018 outstanding Notes and 2023 Notes in full, as set forth in under Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture5.7, the Company Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Triggering Event Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Triggering Event Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of 2018 repurchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on any interest payment date falling on or before the repurchase date. Within 30 days following any Change of Control Triggering Event, the Issuer will deliver notice of such Change of Control Triggering Event electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and with the following information:
(1) that a Change of Control Triggering Event Offer is being made pursuant to this Section 3.9, and that all Notes properly tendered pursuant to such Change of Control Triggering Event Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Change of Control Triggering Event Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Triggering Event Payment, all Notes accepted for payment pursuant to the Change of Control Triggering Event Offer will cease to accrue interest, on the Change of Control Triggering Event Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Triggering Event Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Triggering Event Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and 2023 their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Triggering Event Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that Holders whose Notes are being purchased only in part will be repurchased (issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, ;
(8) if any, on such notice is delivered prior to the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date occurrence of repurchase (the “Change of Control Payment”). Within 30 days following any a Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions stating that constitute the Change of Control Triggering Event and offering to repurchase the Notes Offer is conditional on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date occurrence of such notice is mailed (the “Change of Control Payment Date”)Triggering Event; and
(9) the other instructions, as determined by the Issuer, consistent with this Section 3.9, that a Holder must follow. Notwithstanding The Paying Agent will promptly deliver to each Holder of the foregoing, installments of interest whose Stated Maturity is on or prior to Notes tendered the Change of Control Triggering Event Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to 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 will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer will publicly announce the results of the Change of Control Triggering Event Offer on or as soon as practicable after the Change of Control Triggering Event Payment Date. If the Change of Control Triggering Event Payment Date shall is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be payable paid on the applicable Interest Payment Date relevant interest payment date to the Securityholders of such Notes Person in whose name a Note is registered as such at the close of business on the applicable regular such record date pursuant to the Notes and the Indenturedate.
(b) On the Change of Control Triggering Event Payment Date, the Company shallIssuer will, to the extent lawful:permitted by law,
(i1) accept for payment all Notes issued by it or portions of Notes thereof properly tendered pursuant to the Change of Control Triggering Event Offer;,
(ii2) deposit with the Trustee or a paying agent Paying Agent an amount equal to the aggregate Change of Control Triggering Event Payment in respect of all Notes or portions of Notes properly thereof so tendered; , and
(iii3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes properly accepted, so accepted together with an Officers’ Officer’s Certificate to the Trustee stating (1) the aggregate principal amount of that such Notes or portions of Notes being repurchased, thereof have been tendered to and purchased by the Issuer.
(2c) that all conditions precedent contained herein The Issuer will not be required to make a Change of Control Triggering Event Offer have been complied with and (3) that following a Change of Control Triggering Event if a third party makes the Change of Control Triggering Event Offer has been made in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Indenture applicable to a Change of Control Triggering Event Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Triggering Event Offer. The Company shall publicly announce Notwithstanding anything to the results contrary in this Section 3.9, a Change of Control Triggering Event 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 Triggering Event Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Triggering Event Offer on and the Issuer, or any third party making a Change of Control Triggering Event Offer in lieu of the Issuer as soon as possible after described in this Section 3.9, 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 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Triggering Event 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 to but excluding the date of purchase. redemption.
(e) The Company shall comply in all material respects Issuer will comply, to the extent applicable, 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 or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventEvent Offer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4Indenture, the Company shall Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.
(f) The provisions under this Section 1.4 by virtue Indenture relative to the Issuer’s obligation to make a Change of any such conflictControl Triggering Event Offer may be waived or modified with the written consent of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Sources: Indenture (Bankrate, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the a series of Notes, unless the Company shall have redeemed exercised its option to redeem the 2018 Notes and 2023 Notes of such series in full, as set forth in Section 1.3 or 1.3A of this Fifth Second Supplemental Indenture Indenture, or the Company shall have defeased the such Notes or have satisfied and discharged the such Notes, as set forth in Article Eleven XI of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any an integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall mail notice shall be mailed to Holders the Trustee and holders of Notes of the Notes applicable series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date will be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). .
(b) Notwithstanding the foregoing, installments of interest on the applicable series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes of the applicable series or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes of the applicable series or portions of Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes of the applicable series properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes of the applicable series or portions of such Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. .
(d) The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. .
(e) The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.
Appears in 1 contract
Sources: Second Supplemental Indenture (Applied Materials Inc /De)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs after the Issue Date, unless, prior to, or concurrently with, the time the Co-Issuers are required to make a Change of Control Offer, the Co-Issuers have previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the Notes, unless the Company shall have redeemed the 2018 outstanding Notes and 2023 Notes in full, as set forth described in Section 1.3 401 or 1.3A 1105 of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall Co-Issuers will make an offer to repurchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price (as calculated by the Issuer) in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interestinterest and Additional Amounts, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (repurchase, subject to the “right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuer will send notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event and offering Offer electronically or by first class mail, with a copy to repurchase the Notes on Trustee, to each Holder to the date specified address of such Holder appearing in the noticeNote Register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 1017 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(2) the repurchase price and the repurchase date, which date will be no earlier than 15 days and no nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding , except in the foregoingcase of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event as described below;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that, installments unless the Co-Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest whose Stated Maturity is on the Change of Control Payment Date;
(5) that Holders electing to have any Notes repurchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice 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;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to repurchase such Notes, provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, a facsimile or other electronic transmission or letter setting forth the name of the Holder or otherwise in accordance with the procedures of DTC, the principal amount of Notes tendered for repurchase, and a statement that such Holder is withdrawing such Holder’s tendered Notes and such Holder’s election to have such Notes repurchased;
(7) that Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the unrepurchased portion of the Notes surrendered, which unrepurchased portion must be equal to US$2,000 or a US$1,000 integral multiple in excess thereof;
(8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and describing each such condition, and, if applicable, stating that, in the Co-Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be payable on satisfied, or that such purchase may not occur and such notice may be rescinded in the applicable Interest Payment Date to event that the Securityholders Co-Issuers shall determine that the Change of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On Control Triggering Event will not occur by the Change of Control Payment Date, or by the Company shall, to the extent lawful:Change of Control Payment Date as so delayed; and
(i9) accept for payment such other instructions, as determined by the Co-Issuers, consistent with this Section 1017, that a Holder must follow. If the Notes are in global form and the Co-Issuers make an offer to repurchase all of the Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
, a Holder may exercise its option to elect for the repurchase of the Notes through the facilities of DTC, subject to its rules and regulations. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (iia) deposit with the Trustee notice is sent in a manner herein provided and (b) any Holder fails to receive such notice or a paying agent an amount equal Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the Change validity of Control Payment in respect the proceedings for the purchase of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes as to all other Holders that properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenturereceived such notice without defect. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall Co-Issuers will comply in all material respects 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 or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4Indenture, the Company shall Co-Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under described in this Indenture by virtue thereof. On the Change of Control Payment Date, the Co-Issuers will, to the extent permitted by law,
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating that such Notes or portions thereof have been tendered to and repurchased by the Co-Issuers. The Paying Agent will promptly send to each Holder of Notes that were properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any, provided that each such new Note will be in a principal amount of US$2,000 or a US$1,000 integral multiple in excess thereof. In the event that Holders of not less than 90% of the principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Co-Issuers, or any third party making a Change of Control Offer in lieu of the Co-Issuers as described below in this Section 1.4 1017, purchase all of the Notes validly tendered and not withdrawn by virtue such Holders, the Co-Issuers will have the right, on not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of any Control Offer, to redeem all of the Notes that remain outstanding following such conflictpurchase at the purchase price specified in the Change of Control Offer plus, to the extent not included in the purchase price specified in the Change of Control Offer, accrued and unpaid interest thereon, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date falling on or prior to the Redemption Date). The Co-Issuers will not be required to make a Change of Control Offer if a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control Triggering Event in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon and settlement delayed until such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making such a Change of Control Offer.
Appears in 1 contract
Sources: Indenture (Telesat Holdings Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder shall have the right to the Notes, unless require that the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 repurchase all or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all a portion of such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (subject to the “Change right of Control Payment”Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the provisions of the next paragraph. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to the occurrence of a Change of Control Triggering Event, notice shall be mailed to Holders but after the public announcement of the Notes describing transaction that constitutes or may constitute a Change of Control, the transaction or transactions Company shall mail a notice to each Holder with a copy to the Trustee, stating:
(a) that constitute the a Change of Control Triggering Event has occurred or will occur and offering that such Holder has the right to repurchase require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount outstanding at the Repurchase Date plus accrued and unpaid interest, if any, to the Repurchase Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date) (the “Repurchase Price”);
(b) the circumstances and relevant facts and relevant financial information regarding such Change of Control Triggering Event;
(c) the repurchase date specified in the notice, (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed mailed) (the “Repurchase Date”);
(d) that any Note not tendered or accepted for payment will continue to accrue interest;
(e) that any Note accepted for payment shall cease to accrue interest after the Repurchase Date;
(f) that Holders electing to have a Note purchased will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice at least five days before the Repurchase Date;
(g) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; and
(h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. The notice shall, if mailed prior to the date of consummation of the Change of Control Payment Date”). Notwithstanding Triggering Event, state that the foregoing, installments right to require the Company to purchase such Holders’ Notes is conditioned on the Change of interest whose Stated Maturity is Control Triggering Event occurring on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) Repurchase Date. On the Change of Control Payment Repurchase Date, the Company shall, to the extent lawful:
shall (i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
tendered, (ii) deposit with the Trustee or a paying agent an amount equal Paying Agent money sufficient to pay the Change of Control Payment in respect Repurchase Price of all Notes or portions of Notes properly tendered; and
thereof so accepted and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, so accepted together with an Officers’ Certificate stating (1) the aggregate Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount equal to the Repurchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount of Notes or portions any unpurchased portion of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the IndentureNote surrendered. The Company shall will publicly announce the results of on the Change of Control Offer on Repurchase Date or as soon as possible after the date of purchasepracticable thereafter. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions For purposes of this Section 1.44.03, the Company Trustee shall comply with act as the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflictPaying Agent.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company each Holder shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or right to require that the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of Issuer purchase such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), purchase plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase (subject to the “Change right of Control Payment”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 Section 4.01(b) of this Supplemental Indenture.
(b) Within 30 days following any Change of Control Triggering Event, notice shall be mailed unless the Issuer has exercised its option to Holders redeem all the Notes pursuant to paragraph 5 of the Notes describing Notes, the transaction Issuer shall mail (or transactions deliver by electronic transmission in accordance with the applicable procedures of the Depositary) a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to the notice, 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 that constitute such Change of Control Triggering Event;
(3) the purchase date (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”sent). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii4) deliver or cause the instructions, as determined by the Issuer, consistent with this Section 4.01, that a Holder must follow in order to have its Notes purchased.
(c) Holders electing to have a Note purchased will be delivered required to surrender the Note, with an appropriate form duly executed, to the Trustee for cancellation at the address specified in the notice at least three Business Days prior to the purchase date. Notes properly acceptedheld in book entry form shall be delivered in accordance with the Depositary’s procedures. Holders will be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, together with an Officers’ Certificate stating (1) a facsimile transmission or letter setting forth the aggregate 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 his or her election to have such Note purchased.
(d) On the purchase date, all Notes or portions purchased by the Issuer under this Section 4.01 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.
(e) Notwithstanding the foregoing provisions of Notes being repurchasedthis Section 4.01, (2) that all conditions precedent contained herein the Issuer shall not be required to make a Change of Control Offer have been complied with and (3) that following a Change of Control Triggering Event if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Section 4.01 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or if the Issuer has exercised its option to redeem all the Notes pursuant to paragraph 5 of the Notes. The Company shall publicly announce Notwithstanding anything to the results contrary herein, 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 Offer on or as soon as possible after at the date time of purchase. making of such Change of Control Offer.
(f) The Company Issuer shall comply in all material respects comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Control Triggering Eventpursuant to this Section 4.01. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.01, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.01 by virtue of its compliance with such securities laws or regulations.
(g) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in connection with a Change of Control Offer and the Issuer, or any third party approved in writing by the Issuer making a Change of Control Offer in lieu of the Issuer in accordance with this Section 4.01, purchases all of the Notes validly tendered and not withdrawn by such conflictHolders, the Issuer or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, given that such notice is not given more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Second Change of Control Payment Date.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company each Holder shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or right to require that the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to Issuer repurchase any and all of such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), purchase plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excludingnot including, the date of repurchase purchase (subject to the “Change right of Control Payment”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, except to the extent the Issuer has previously or concurrently elected to redeem such Notes in accordance with Article III of this Indenture.
(b) Within 30 days following any Change of Control Triggering Event, notice shall be mailed except to Holders of the extent that the Issuer has exercised its right to redeem the Notes describing by delivery of a notice of redemption in accordance with Article III of this Indenture, the transaction Issuer shall mail to each Holder’s registered address, or transactions deliver electronically if the Notes are held by DTC, a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to, but not including, the notice, 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);
(ii) the transaction or transactions constituting such Change of Control Triggering Event;
(iii) the purchase date (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoingmailed, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to delivered electronically if the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedare held by DTC); and
(iiiiv) deliver the instructions, as determined by the Issuer, consistent with the Section described hereunder, that a Holder must follow in order to have its Notes purchased.
(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 Business Days prior to the purchase date. The Holders shall be entitled to withdraw their election in accordance with the applicable procedures of DTC, or cause in the case of definitive notes, if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date a facsimile transmission or letter 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 H▇▇▇▇▇ is withdrawing his 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 purchase date, all Notes purchased by the Issuer under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Notes properly acceptedIssuer shall pay the purchase price plus accrued and unpaid interest, together with an Officers’ Certificate stating if any, to the Holders entitled thereto.
(1e) Notwithstanding the aggregate principal amount provisions of Notes or portions of Notes being repurchasedthis Section 4.08, (2) that all conditions precedent contained herein the Issuer shall not be required to make a Change of Control Offer have been complied with and following a Change of Control Triggering Event if (3i) that a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The Company shall publicly announce the results of the requirements set forth in this Indenture applicable to a Change of Control Offer on made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer or (ii) notice of redemption has been given pursuant to this Indenture for all outstanding Notes as soon as possible after described in Article III, unless there is a default in payment of the date applicable redemption price or the redemption is not consummated due to a failure of a condition precedent contained in the applicable redemption notice to be satisfied. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event.
(f) Notes repurchased by the Issuer pursuant to a Change of Control Offer shall have the status of Notes issued but not outstanding or shall be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to this Section 4.08 shall have the status of Notes issued and outstanding.
(g) 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. A Note shall be deemed to have been accepted for purchase at the time the Issuer, directly or through an agent (which may be the Trustee), mails or delivers payment therefor to the surrendering Holder.
(h) Prior to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that (i) such offer is authorized or permitted by the terms of this Indenture and the Notes and (ii) all conditions precedent contained herein to the right of the Issuer to make such offer have been complied with.
(i) The Company Issuer shall comply in all material respects comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this the Section 1.4described hereunder, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this the Section 1.4 described hereunder by virtue of its compliance with such securities laws or regulations.
(j) If Holders of not less than 90% in aggregate principal amount of the outstanding 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 conflictHolders, the Issuer or such third party (with the approval of the Issuer or the Parent Guarantor) will have the right, upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such tender offer expiration date, to the Holders (with a copy to the Trustee), given not more than 10 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 III.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each holder shall have the right to require the Company to repurchase all 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 Notesright of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), unless except to the extent the Company shall have redeemed the 2018 Notes and 2023 has previously, concurrently or within 30 days following such Change of Control elected to redeem such Notes in full, as set forth in Section 1.3 or 1.3A accordance with Article III of this Fifth Supplemental Indenture, or discharged this Indenture or exercised its legal defeasance option or covenant defeasance option, in each case in accordance with Article VIII.
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Company shall have defeased has (i) exercised its right to redeem the Notes of a series in accordance with Article III of this Indenture, (ii) discharged this Indenture in accordance with Article VIII or have satisfied and discharged (iii) exercised its legal defeasance option or covenant defeasance option in accordance with Article VIII, in each case, on or prior to the Notes, as set forth in Article Eleven date that is 30 days following such Change of the Base IndentureControl, the Company shall make an offer mail, or deliver electronically if held by DTC, a notice (the a “Change of Control Offer”) to each holder of Notes of such series with a copy to the 2018 Notes Trustee stating:
(i) that a Change of Control Triggering Event has occurred and 2023 Notes that such holder has the right to require the Company to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the applicable date of repurchase (subject to the “Change right of Control Payment”the holders of record on the relevant Record Date to receive interest on the relevant Interest Payment Date). Within 30 days following any ;
(ii) the circumstances and relevant facts and financial information regarding such Change of Control Triggering Event, notice ;
(iii) the repurchase date (which shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed (sent); provided that in the “case of a conditional Change of Control Payment Date”). Notwithstanding Offer made in advance of a Change of Control Triggering Event as described below, the foregoingexpected repurchase date will be stated and may be based on a date relative to the closing of the applicable transaction that is expected to result in a Change of Control Triggering Event and which may be tolled until the occurrence of a Change of Control Triggering Event; and
(iv) the instructions determined by the Company, installments of interest whose Stated Maturity is on or consistent with this Section 4.08, that a holder must follow in order to have its Notes purchased.
(c) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The holders shall be entitled to withdraw their election if the Trustee, the Paying Agent and the Company receives not later than one Business Day prior to the purchase date a facsimile transmission or letter 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 purchase date, all Notes purchased by the Company under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, to the holders entitled thereto.
(e) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close time of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change making of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;.
(iif) deposit with Notwithstanding the Trustee foregoing provisions of this Section 4.08, the Company shall not be required to make a Change of Control Offer upon (or in advance of, as described in clause (e) above) a paying agent an amount equal to Change of Control Triggering Event if a third party makes the Change of Control Payment Offer in respect the manner, at the times 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 Notes or portions properly tendered and not withdrawn under such Change of Control Offer.
(g) Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes properly tendered; andissued but not outstanding or will be retired and canceled at the option of the Company. Notes purchased by a third party pursuant to the preceding clause (f) will have the status of Notes issued and outstanding.
(iiih) deliver or cause to be delivered At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Notes properly accepted, together with Company shall also deliver an Officers’ Officer’s Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.08. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering holder upon receipt of funds from the Company.
(1i) Prior to any Change of Control Offer, the aggregate principal amount of Notes or portions of Notes being repurchased, (2) Company shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Company to make a Change of Control Offer such offer have been complied with and with.
(3j) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce comply, to the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Eventpursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.08 by virtue thereof.
(k) If holders of not less than 90% in aggregate principal amount of the outstanding Notes of a series validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes of such conflictseries validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 15 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 of such series 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 applicable date of redemption. Any such redemption shall be effected pursuant to Article III.
Appears in 1 contract
Sources: Indenture (Gap Inc)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder of Notes shall have the right to require the Issuer to repurchase all or any part of such Holder’s Notes pursuant to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up interest to, but excluding, the purchase date (subject to the right of repurchase Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
(the “Change of Control Payment”). b) Within 30 days following any Change of Control Triggering Event, the Issuer shall send or cause to be sent by first-class mail (or electronic transmission in the case of Notes held in book-entry form), with a copy to the Trustee, to each Holder of Notes, at such Holder’s address appearing in the Note register, a notice shall be mailed to Holders of the Notes describing the transaction or transactions stating: (A) that constitute the a Change of Control Triggering Event has occurred and offering that a Change of Control Offer is being made pursuant to repurchase this Section 4.12 and that all Notes timely tendered will be accepted for repurchase; (B) the Notes on Change of Control Purchase Price and the date specified in the noticepurchase date, which date will be shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 15 10 days and no nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”); and (C) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.
(c) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed and attached to the Note, or transfer by book-entry transfer, to the Issuer or its agent at the address specified in the notice at least three Business Days prior to the Change of Control Payment Date. Notwithstanding Holders shall be entitled to withdraw their election if the foregoingTrustee or the Issuer receives not later than one Business Day prior to the Change of Control Payment Date, installments a letter (which may be delivered by electronic transmission) setting forth the name of interest whose Stated Maturity the Holder, the principal amount of the Note that was delivered for purchase by the Holder and a statement that such ▇▇▇▇▇▇ is on withdrawing its election to have such Note purchased.
(d) On or prior to the Change of Control Payment Date Date, the Issuer shall be payable on irrevocably deposit with either the applicable Interest Payment Date Trustee or with the Paying Agent (or, if the Issuer or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Securityholders Change of such Notes registered as such at the close of business on the applicable regular record date pursuant Control Purchase Price payable to the Notes and Holders entitled thereto, to be held for payment in accordance with the Indenture.
(b) provisions of this Section. On the Change of Control Payment Date, the Company shall, Issuer shall deliver to the extent lawful:
(i) accept for payment all Trustee the Notes or portions of Notes thereof that have been properly tendered pursuant to and are to be accepted by the Change of Control Offer;
(ii) deposit with the Issuer for payment. The Trustee or a paying agent an amount equal to the Paying Agent shall, on the Change of Control Payment Date, mail or, in respect the case of all Notes or portions Global Notes, deliver payment to each tendering Holder of Notes properly tendered; and
(iii) deliver or cause to be the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Issuer to the Trustee or the Notes properly acceptedPaying Agent, together with an Officers’ Certificate stating the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer immediately after the Change of Control Payment Date.
(1e) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein The Issuer will not be required to make a Change of Control Offer have been complied with and following a Change of Control Triggering Event if (3i) that a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) notice of redemption has been given pursuant to this Indenture to redeem all of the Notes pursuant to Section 3.07, unless and until there is a default in payment of the applicable redemption price. The Company shall publicly announce Notwithstanding anything to the results contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer on or as soon as possible after is made.
(f) The Issuer will comply, to the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4Section, the Company shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.4 4.12 by virtue of any such conflictthereof.
Appears in 1 contract
Sources: Indenture (Energizer Holdings, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have redeemed exercised its option to redeem the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or of this First Supplemental Indenture, the Company shall have mandatorily redeemed the Notes in full, as set forth in Section 1.3A of this Fifth First Supplemental Indenture Indenture, or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven XI of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any an integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall mail notice shall be mailed to the Trustee and Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. .
(c) The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.]
Appears in 1 contract
Sources: First Supplemental Indenture (Applied Materials Inc /De)
Change of Control Triggering Event. (a) If Upon a Change of Control Triggering Event occurs with respect Event, each Holder shall have the right to require the Issuers to repurchase all 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 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 4.02; provided, however, that notwithstanding the occurrence of a Change of Control Triggering Event, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.02 in the event that they have exercised their right to redeem such Notes in accordance with Section 3.01. In the event that at the time of such Change of Control Triggering Event the terms of any Indebtedness of the Issuers restrict or prohibit the repurchase of Notes pursuant to this Section 4.02, then prior to the mailing or sending electronically of the notice to Holders provided for in the immediately following paragraph but in any event within 30 days following any Change of Control Triggering Event, the Issuers shall:
(1) repay in full all such Indebtedness or, if doing so will allow the purchase of such Notes, unless offer to repay in full all such Indebtedness and repay all Indebtedness of each lender who has accepted such offer; or
(2) obtain the Company shall requisite consent under the agreements governing such Indebtedness to permit the repurchase of such Notes as provided for in Section 4.02(b).
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuers have redeemed exercised their right to redeem the 2018 Notes and 2023 Notes in full, as set forth in accordance with Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture3.01, the Company Issuers shall make an offer mail or send electronically a notice (the a “Change of Control Offer”) to each holder Holder with a copy to the Trustee stating:
(1) that a Change of Control Triggering Event has occurred and that such Holder has the 2018 Notes and 2023 Notes right to require the Issuers to repurchase any and all of such holderHolder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes interest to be repurchased up to, but excluding, the date of repurchase (subject to the “Change right of Control Payment”Holders of record on a Record Date to receive interest on the relevant Interest Payment Date). Within 30 days following any ;
(2) the circumstances and relevant facts and financial information regarding such Change of Control Triggering Event, notice ;
(3) the repurchase date (which shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(4) the “instructions determined by the Issuers, consistent with this Section 4.02, that a Holder must follow in order to have its Notes purchased.
(c) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. The Holders shall be entitled to withdraw their election if the Trustee or the Issuers receives not later than one Business Day prior to the purchase date a facsimile transmission or letter sent to the address specified in Section 17.03 of the Base Indenture setting forth the name of the Holder, the principal amount of the Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing his 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 purchase date, all Notes purchased by the Issuers under this Section 4.02 shall be delivered to the Trustee for cancellation, and the Issuers shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.
(e) A Change of Control Payment Date”). Notwithstanding the foregoingOffer may be made in advance of a Change of Control Triggering Event, installments and conditioned upon such Change of interest whose Stated Maturity Control, if a definitive agreement is on or prior to in place for the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close time of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change making of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;.
(iif) deposit with Notwithstanding the Trustee or a paying agent an amount equal to other provisions of this Section 4.02, the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to Issuers shall not be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein required to make a Change of Control Offer have been complied with and (3) that upon a Change of Control Triggering Event if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The Company shall publicly announce requirements set forth in Section 4.02 applicable to a Change of Control Offer made by the results Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers 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 Offer on or as soon as possible after described above, 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 purchase. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflictredemption.
Appears in 1 contract
Sources: First Supplemental Indenture (Triton International LTD)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless the Borrower has previously or concurrently electronically delivered or mailed a prepayment notice with respect to all the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes outstanding Loans in full, as set forth in accordance with Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture2.11, the Company Borrower shall make an offer to prepay the Loans in accordance with this Section 5.03 (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excludingnot including, the date of repurchase (prepayment; provided, for the “avoidance of doubt no Prepayment Premium shall be payable with respect to any prepayment made pursuant to a Change of Control Payment”)Offer. Within 30 days following any Change of Control Triggering Event, the Borrower shall send or cause to be sent a notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event Offer to the Administrative Agent, for distribution to the Lenders, with the following information:
(i) that a Change of Control Offer is being made pursuant to this Section 5.03 and offering that all Lenders are permitted to repurchase elect in writing to have their Loans prepaid pursuant to such Change of Control Offer;
(ii) the Notes on prepayment price and the date specified in the noticeprepayment date, which date will shall be no earlier than 15 10 days and no nor later than 60 days from the date such notice is mailed or otherwise delivered to the Administrative Agent, which prepayment date may be subsequently extended in the case of a conditional Change of Control Offer as permitted below (the “Change of Control Payment Date”). Notwithstanding ;
(iii) that the foregoingLoans of any Lender that does not elect to have its Loans prepaid in accordance with the terms hereof shall remain outstanding and continue to accrue interest in accordance with the terms of this Agreement;
(iv) that unless the Borrower defaults in the payment of the Change of Control Payment, installments of interest whose Stated Maturity is on or prior all Loans prepaid pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date Date;
(v) [reserved];
(vi) that ▇▇▇▇▇▇▇ shall be payable on entitled to withdraw their election to require the applicable Interest Payment Date Borrower to prepay such Loans; provided, that the Securityholders of such Notes registered as such at Administrative Agent receives, not later than the close of business on the applicable regular record date pursuant second Business Day prior to the Notes expiration date of the Change of Control Offer, a written notice setting forth the name of the Lender, the principal amount of Loans elected for prepayment, and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Loans prepaid;
(vii) [reserved];
(viii) if such notice is delivered prior to the Indentureoccurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event; and
(ix) the other instructions, as determined by the Borrower, consistent with this Section 5.03, that a Lender must follow in order to have its Loans prepaid.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:[Reserved]
(ic) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein The Borrower is not required to make a Change of Control Offer have been complied with and (3) that if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The Company shall publicly announce the results of the requirements set forth in this Agreement applicable to a Change of Control Offer on or as soon as possible after made by the date Borrower and prepays all Loans elected for prepayment and not properly withdrawn under such Change of purchase. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Control Offer.
(d) Notwithstanding anything to the extent such laws and regulations are applicable contrary herein, a Change of Control Offer may be made in connection with the repurchase of the Notes as a result advance of a Change of Control Triggering Event. To the extent that the provisions , conditional upon such Change of any such securities laws or regulations conflict with 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. In the event that the Change of Control Triggering Event has not occurred as of the Change of Control Payment Date specified in the notice for any Change of Control Offer (or amendment thereto), the Borrower (or third party offeror) may, in its discretion, rescind such notice or amend it to specify another Change of Control Payment Date.
(e) If Lenders holding not less than 90% of the aggregate principal amount of the outstanding Loans properly elect to have such Loans prepaid and do not properly withdraw such election pursuant to a Change of Control Offer and all of such Loans are prepaid in such Change of Control Offer, the Borrower will have the right to prepay all of the Term Loans that remain outstanding upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following consummation of such Change of Control Offer, at a purchase price equal to:
(i) 101% of the aggregate principal amount thereof, plus
(ii) accrued and unpaid interest, if any, to, but not including, the date of prepayment, subject to the right of Lenders on the relevant record date to receive interest due on the relevant interest payment date. Any such notice may not be conditional.
(f) The provisions of this Section 1.45.03 may be waived or modified, either before or after the Company shall comply occurrence of such Change of Control Triggering Event, with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue written consent of any such conflictthe Required Lenders.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Graftech International LTD)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notesoccurs, unless the Company has exercised its right to redeem the Notes pursuant to Section 4.1, Holders of Notes shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or right to require the Company shall have defeased to repurchase all or any part in an integral multiple of $1,000 of their Notes (provided that no Note will be purchased in part if the Notes or have satisfied and discharged remaining principal amount of such Note would be less than $2,000) pursuant to the Notes, as set forth offer described below in Article Eleven of the Base Indenture, the Company shall make an offer this Section 5.5 (the “Change of Control Offer”) to each holder ). In the Change of Control Offer, the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price Company shall offer payment in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes subject to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), offer plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes repurchased, to be repurchased up to, but excluding, excluding the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering 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 a notice shall be mailed to Holders of Notes (the Notes “Change of Control Notice”) describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the such Notes on the date specified in the noticeChange of Control Notice, which date will shall be no earlier than 15 30 days and no later than 60 days from the date such notice the Change of Control Notice is mailed sent (the “Change of Control Payment Date”), pursuant to the procedures described herein and in such notice. Notwithstanding The Change of Control Notice shall, if sent prior to the foregoingdate of consummation of the Change of Control, installments state that the offer to purchase is conditioned on the Change of interest whose Stated Maturity is Control Triggering Event occurring on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.45.5, the Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its the Company’s obligations under the Change of Control provisions of this Section 1.4 Indenture or the Notes by virtue of any such conflictconflicts. On the Change of Control Payment Date, the Company shall, to the extent lawful, (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company shall have redeemed has exercised its right to redeem the 2018 Notes and 2023 Notes in full, as set forth in Offered Securities pursuant to Section 1.3 1.1(6) hereof or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven Section 14.01 of the Base Indenture, each Holder will have the right to require that the Company purchase all or a portion, in $1,000 increments (provided that any remaining principal amount thereof shall make an offer be at least the minimum authorized denomination thereof), of such Holder’s Offered Securities pursuant to Section 1.3(3)(b) hereof (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurred, 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, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall be mailed to Holders govern the terms of the Notes describing Change of Control Offer. Such notice shall describe the transaction or transactions that constitute the Change of Control Triggering Event and offering shall state:
(A) that the Change of Control Offer is being made pursuant to repurchase this Section 1.3(3) of this Second Supplemental Indenture;
(B) that the Notes Company is required to offer to purchase all of the outstanding principal amount of Offered Securities, the purchase price and, that on the date specified in the such notice, which date will shall be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”Date”),the Company shall repurchase the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.3(3). Notwithstanding ;
(C) if mailed prior to the foregoingdate of consummation of the Change of Control, installments shall state that the Change of interest whose Stated Maturity Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date Date;
(D) that any Offered Security not tendered or accepted for payment shall be payable on continue to accrue interest;
(E) that, unless the applicable Interest Payment Date to the Securityholders of Company defaults in making such Notes registered as such at the close of business on the applicable regular record date payment, Offered Securities accepted for payment pursuant to the Notes and the Indenture.
(b) On Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(F) that Holders electing to have an Offered Security purchased pursuant to a Change of Control Offer may elect to have all or any portion of such Offered Security purchased;
(G) that Holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be required to surrender their Offered Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Offered Security, or such other customary documents of surrender and transfer as the Company shallmay reasonably request, duly completed, or transfer the Offered Security by book-entry transfer, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal at the address specified in the notice prior to the Change of Control Payment Date;
(H) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the paying agent, as the case may be, receives, not later than the expiration of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Offered Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Offered Security purchased;
(I) that Holders whose Offered Securities are purchased only in respect part shall be issued new Securities equal in principal amount to the unpurchased portion of all Notes the Securities surrendered (or portions of Notes properly tenderedtransferred by book-entry transfer); and
(iiiJ) deliver or cause to be delivered the CUSIP number, if any, printed on the Offered Securities being repurchased and that no representation is made as to the Trustee correctness or accuracy of the Notes properly acceptedCUSIP number, together with an Officers’ Certificate stating if any, listed in such notice or printed on the Offered Securities.
(1c) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein The Company will not be required to make a Change of Control Offer have been complied with if a third party makes such an offer in the manner, at the times and (3) that the Change of Control Offer has been made otherwise in compliance with the Indenture. requirements for such an offer made by the Company and such third party purchases all Offered Securities properly tendered and not withdrawn under its offer.
(d) The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall will comply in all material respects 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 the Notes as a result of Offered Securities pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.41.3(3), the Company shall comply with the applicable securities laws and regulations and shall not be deemed not to have breached its obligations under this Section 1.4 1.3(3) by virtue of any such conflictthereof.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder of Notes will have the right (unless the Issuers have exercised their right to redeem all of the then outstanding Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) to require that the Issuers purchase all or a portion of such Holder’s Notes pursuant to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the a “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus thereof together with accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up interest to, but excluding, the date applicable Change of repurchase Control Payment Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the Change of Control Payment Date) (the “Change of Control PaymentPurchase Price”). .
(b) Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Issuers must (unless the Issuers have exercised their right to repurchase redeem all of the Notes on pursuant to Section 5 of the date specified Notes by sending (or causing the Trustee to send) a notice of redemption) send, by first class mail, a notice to each Holder of Notes (or, in the noticecase of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which must be a Business Day no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed (or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding ;
(3) that any Note not tendered will continue to accrue interest;
(4) that any Note accepted for payment pursuant to the foregoingChange of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (unless the Issuers shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Note purchased in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided that the remaining principal amount of any such Note surrendered for repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof;
(6) that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, installments with the form entitled “Option of interest whose Stated Maturity is Holder to Elect Purchase” on the reverse of or attached to the Note duly completed, to the Person and at the address specified in the notice (or, in the case of Global Notes, to surrender the Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date shall Date;
(7) that a Holder will be payable on entitled to withdraw its election if the applicable Interest Payment Date to the Securityholders of such Notes registered as such at Issuers receive, not later than the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the Company shallname of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Notes purchased; and
(8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered.
(c) On or before the Change of Control Payment Date for the Notes, the Issuers will, to the extent lawful:
(i1) accept for payment all Notes or portions of Notes properly (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000;
(ii2) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment payment due in respect of all Notes or portions of Notes properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with so accepted for payment; and
(4) deliver to the Trustee an Officers’ Certificate stating (1) the aggregate principal amount of that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the applicable provisions of this Indenture.
(d) The Issuers, the depositary, if any, appointed by the Issuers for such Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Issuers for purchase. Further, the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note accepted for payment (it being repurchasedunderstood that, notwithstanding anything in this Indenture to the contrary, no Officers’ Certificate or Opinion of Counsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any Note not so accepted shall be promptly mailed or delivered (2including by book-entry transfer) that all conditions precedent contained herein by the Issuers or the Trustee to the Holder thereof.
(e) Interest on Notes (or portions thereof) validly tendered and not withdrawn pursuant to a Change of Control Offer will cease to accrue on and after the applicable Change of Control Payment Date (unless the Issuers shall default in the payment of the Change of Control Purchase Price of the Notes).
(f) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, any accrued and unpaid interest on the Notes to, but excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date.
(g) The Issuers will not be required to make a Change of Control Offer have been complied with and (3) that for the Notes upon a Change of Control Triggering Event if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Indenture that are applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. The Company shall publicly announce Notwithstanding anything in this Indenture to the results contrary, a Change of Control Offer may be made in advance of a Change of Control or a Change of Control Triggering Event conditioned upon the occurrence of such a Change of Control or Change of Control Triggering Event, if a definitive agreement regarding such Change of Control is in effect at the time of making the Change of Control Offer on or as soon as possible after the date of purchase. Offer.
(h) The Company shall Issuers will comply in all material respects 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 the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Indenture relating to a Change of Control Offer provisions of this Section 1.4Offer, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 1.4 Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event (including the definitions relating thereto) and the terms of any such conflictoffer may, subject to the limitations set forth in Section 9.02, be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Appears in 1 contract
Sources: Indenture (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to Event, each Holder of Notes will have the Notes, right (unless the Company shall have redeemed has exercised its right to redeem all of the 2018 then outstanding Notes and 2023 pursuant to Section 5 of the Notes in full, as set forth in Section 1.3 by sending (or 1.3A causing the Trustee to send) a notice of this Fifth Supplemental Indenture or redemption) to require that the Company shall have defeased purchase all or a portion of such Holder’s Notes pursuant to the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the a “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up interest to, but excluding, the date applicable Change of repurchase Control Payment Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the Change of Control Payment Date) (the “Change of Control PaymentPurchase Price”). .
(b) Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Company must (unless the Company has exercised its right to repurchase redeem all of the Notes on pursuant to Section 5 of the date specified Notes by sending (or causing the Trustee to send) a notice of redemption) send, by first class mail, a notice to each Holder of Notes (or, in the noticecase of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which must be a Business Day no earlier than 15 10 days and no nor later than 60 days from the date such notice is mailed (or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding ;
(3) that any Note not tendered will continue to accrue interest;
(4) that any Note accepted for payment pursuant to the foregoingChange of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Note purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that the remaining principal amount of any such Note surrendered for repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof;
(6) that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, installments with the form entitled “Option of interest whose Stated Maturity is Holder to Elect Purchase” on the reverse of or attached to the Note duly completed, to the Person and at the address specified in the notice (or, in the case of Global Notes, to surrender the Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date shall Date;
(7) that a Holder will be payable on entitled to withdraw its election if the applicable Interest Payment Date to the Securityholders of such Notes registered as such at Company receives, not later than the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On third Business Day preceding the Change of Control Payment Date, a transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Notes purchased; and
(8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered.
(c) On or before the Change of Control Payment Date for the Notes, the Company shallwill, to the extent lawful:
(i1) accept for payment all Notes or portions of Notes properly (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000;
(ii2) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment payment due in respect of all Notes or portions of Notes properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with so accepted for payment; and
(4) deliver to the Trustee an Officers’ Certificate stating (1) the aggregate principal amount of that such Notes or portions thereof were accepted for payment by the Company in accordance with the applicable provisions of this Indenture.
(d) The Company, the depositary, if any, appointed by the Company for such Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Company for purchase. Further, the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note accepted for payment (it being repurchasedunderstood that, notwithstanding anything in this Indenture to the contrary, no Officers’ Certificate or Opinion of Counsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any Note not so accepted shall be promptly mailed or delivered (2including by book-entry transfer) that all conditions precedent contained herein by the Company or the Trustee to the Holder thereof.
(e) Interest on Notes (or portions thereof) validly tendered and not withdrawn pursuant to a Change of Control Offer will cease to accrue on and after the applicable Change of Control Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes).
(f) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, any accrued and unpaid interest on the Notes to, but excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date.
(g) The Company will not be required to make a Change of Control Offer have been complied with and (3) that for the Notes upon a Change of Control Triggering Event if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Indenture that are applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. The Company shall publicly announce Notwithstanding anything in this Indenture to the results contrary, a Change of Control Offer may be made in advance of a Change of Control or a Change of Control Triggering Event conditioned upon the occurrence of such a Change of Control or Change of Control Triggering Event, if a definitive agreement regarding such Change of Control is in effect at the time of making the Change of Control Offer on or as soon as possible after the date of purchase. Offer.
(h) The Company shall will comply in all material respects 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 the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Indenture relating to a Change of Control Offer provisions of this Section 1.4Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 1.4 Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event (including the definitions relating thereto) and the terms of any such conflictoffer may, subject to the limitations set forth in Section 9.02, be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company each Holder shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or right to require the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes Issuers to repurchase all or any and all part of such holderHolder’s 2018 Notes and 2023 Notes Securities at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excludingnot including, the date of repurchase (subject to the “right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwith-standing the occurrence of a Change of Control Payment”). Triggering Event, the Issuers shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that they have exercised their right to redeem such Securities in accordance with Article 3 of this Indenture.
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuers have exercised their right to redeem the Securities in accordance with Article 3 of this Indenture, the Issuers shall send a notice shall be mailed (a “Change of Control Offer”) to Holders of each Holder with a copy to the Notes describing the transaction or transactions Trustee stating:
(i) that constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Notes Issuers to purchase all or a portion of such Holder’s Securities at a pur-chase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid inter-est, if any, to, but not including, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date);
(ii) the circumstances and relevant facts and information regarding such Change of Control Triggering Event;
(iii) the repurchase date specified in the notice, (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(iv) the “Change of Control Payment Date”). Notwithstanding instructions determined by the foregoingIssuers, installments of interest whose Stated Maturity is on or prior consistent with this Section 4.08, that a Holder must follow in order to have its Securities purchased.
(c) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Issuers at the address specified in the Change of Control Payment Date Offer at least three Business Days prior to the purchase date. The Holders shall be payable on entitled to withdraw their election if the applicable Interest Payment Date Trustee or the Issuers receive not later than two Business Days prior to the Securityholders purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Notes registered as Holder is withdrawing its election to have such at the close of business on the applicable regular record date pursuant Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the Notes and unpurchased portion of the IndentureSecurities surrendered.
(bd) On the Change of Control Payment Datepurchase date, all Securities purchased by the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to Issuers under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Notes properly acceptedIssuers shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.
(e) Notwithstanding the foregoing provisions of this Section 4.08, together the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Triggering 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 Section 4.08(b) applicable to a Change of Control Offer made by the Issuers and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.
(f) At the time the Issuers deliver Securities to the Trustee that are to be accepted for purchase, the Issuers shall also deliver an Officers’ Officer’s Certificate stating that such Securities are to be ac-cepted by the Issuers pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
(1g) Prior to any Change of Control Offer, the aggregate principal amount of Notes or portions of Notes being repurchased, (2) Issuers shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Issuers to make a Change of Control Offer such offer have been complied with and with.
(3h) that The Issuers shall comply, to the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under Sec-tion 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase repur-chase of the Notes as a result of a Change of Control Triggering EventSecurities pursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.08, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 1.4 Sec-tion 4.08 by virtue thereof.
(i) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event (subject to any exten-sions to the extent set forth in the notice of such conflictChange of Control Offer).
(j) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control Offer and the Issu-ers, or any third party making a Change of Control Offer in lieu of the Issuers, purchase all of the Securi-ties validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 30 nor more than 60 days’ prior notice, which notice must be given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Securities 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.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect occurs, each holder of Notes will have the right to require the Issuers to repurchase some or all (in principal amounts of $2,000 or an integral multiple of $1,000) of such holder’s Notes pursuant to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”).
(b) to each holder Any Change of the 2018 Notes and 2023 Notes to repurchase any and all Control Offer will include a cash offer price of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 any Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any If a Change of Control Triggering EventOffer is required, within 20 Business Days following a Change of Control, the Issuers will give a notice shall be mailed to Holders of each Holder (with a copy to the Notes Trustee) describing the transaction or transactions Change of Control, offering to repurchase Notes on a specified date (the “Change of Control Payment Date”) and detailing the instructions that constitute a Holder must follow in order to have its Notes purchased. If such notice is given prior to the occurrence of a Change of Control, the Change of Control Triggering Event and offering to repurchase the Notes Offer shall be conditioned on the date specified in the notice, which date occurrence of such Change of Control. The Change of Control Payment Date will be no earlier than 15 days and no later than 60 days from the date such the notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenturegiven.
(bc) On the Change of Control Payment Date, the Company shallIssuers will, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment with the paying agent in respect of all Notes or portions of Notes properly tenderedso accepted; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with accepted and an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of all Notes purchased by the Issuers.
(d) The Paying Agent will promptly mail or portions otherwise deliver in accordance with the procedures of the Depository to each Holder of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that properly tendered the Change of Control Offer has been made Payment for such Notes, and the Trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each holder a new Note in compliance with the Indenture. The Company shall publicly announce the results principal amount equal to any unpurchased portion of the Change of Control Offer on or as soon as possible after the date of purchase. Notes surrendered.
(e) The Company shall Issuers will comply in all material respects with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a to any Change of Control Triggering EventOffer. To the extent that If the provisions of any such of the applicable securities laws or securities regulations conflict with the Change of Control Offer provisions of this Section 1.44.07, the Company shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.4 the covenant described above by virtue of that compliance.
(f) The Issuers 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 otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or if notice of redemption has been given pursuant to Section 5 or 6 of the Notes. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, subject to one or more conditions precedent, including, but not limited to, 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.
(g) Notwithstanding the foregoing, in connection with any Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender and do not withdraw such conflictNotes in such Change of Control Offer and the Issuers, or any third party making such Change of Control Offer in lieu of the Issuers, purchases all of the Notes properly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, up to, but excluding the date of redemption.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company each Holder shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 right to require the Issuer to purchase all or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all part of such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes interest to be repurchased up to, but excluding, the date of repurchase purchase (subject to the “Change right of Control Payment”Holders of record on the relevant record date to receive interest due on the relevant interest payment date). , in accordance with Section 4.08(b).
(b) Within 30 days following any Change of Control Triggering EventEvent or, notice shall be mailed at the Issuer’s option, prior to Holders any Change of Control but after public announcement of the Notes describing the transaction that constitutes or transactions that may constitute the Change of Control, the Issuer shall give notice to each Holder with a copy to the Trustee (the “Change of Control Offer”), stating:
(1) that a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Issuer to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant record date specified in to receive interest on the notice, relevant interest payment date);
(2) the circumstances and relevant facts and financial information regarding such Change of Control Triggering Event;
(3) the purchase date (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed given) (the “Change of Control Payment Date”); and
(4) the instructions determined by the Issuer, consistent with this Section 4.08, that a Holder must follow in order to have its Notes purchased. Notwithstanding The notice of the foregoingChange of Control Offer, installments if given prior to the date of interest whose Stated Maturity consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the IndentureDate.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to The Issuer shall not be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein required to make a Change of Control Offer have been complied with and (3) that upon a Change of Control Triggering Event if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Section 4.08 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. The Company In addition, the Issuer shall publicly announce not be required to make a Change of Control Offer upon a Change of Control Triggering Event if the results Notes have been or are called for redemption by the Issuer prior to it being required to deliver notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in the redemption notice for such redemption.
(1) If and for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Professional Segment of the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Issuer shall publish notices relating to the Change of Control Offer in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on or as soon as possible after the date official website of purchase. the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇).
(2) The Company Issuer shall comply in all material respects comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to or regulations, including the extent such laws and regulations are applicable of Luxembourg, in connection with the repurchase purchase of the Notes as a result of a Change of Control Triggering Eventpursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.08, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.08 by virtue thereof.
(e) On the Change of any such conflictControl Payment Date, all Notes purchased by the Issuer under this Section 4.08 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event, each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date) in accordance with the terms contemplated in Section 4.9(b).
(b) Within 30 days following any Change of Control Triggering Event occurs (unless the Company has previously or concurrently mailed a redemption notice with respect to the Notes, unless the Company shall have redeemed the 2018 all outstanding Notes and 2023 Notes in full, as set forth in described under Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture3.4, the Company shall make an offer mail a notice by first-class mail (or otherwise delivered in accordance with the applicable procedures of DTC) to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control Triggering Event has occurred and that such Holder has the right to each holder of require the 2018 Notes and 2023 Notes Company to repurchase any and all of purchase such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, on the 2018 Notes relevant interest payment date);
(ii) the circumstances and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any relevant facts regarding such Change of Control Triggering Event, notice ;
(iii) the purchase date (which shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”sent). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1iv) the aggregate principal amount of instructions, as determined by the Company, consistent with this Section 4.9, that a Holder must follow in order to have its Notes or portions of Notes being repurchased, purchased.
(2c) that all conditions precedent contained herein The Company shall not be required to make a Change of Control Offer have been complied with and following a Change of Control Triggering Event if: (3i) that a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The Company shall publicly announce the results of the requirements set forth in this Indenture applicable to a Change of Control Offer on or as soon as possible after made by the date of purchase. The Company shall comply in and purchases all material respects with the requirements of Rule 14e-1 Notes validly tendered and not withdrawn 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 the Notes as a result of a Change of Control Triggering Event. To the extent Offer) or (ii) a notice of redemption that the provisions of any such securities laws is or regulations conflict with the Change of Control Offer provisions of this has become unconditional has been given pursuant to Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict3.4.
Appears in 1 contract
Sources: Indenture (Verisign Inc/Ca)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the either series of Notes, unless each Holder of such Notes shall have the right to require the Company shall have redeemed to repurchase all or any part, equal to $2,000 or an integral multiple of $1,000, of such Holder’s Notes pursuant to the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase ). The offer price in any Change of Control Offer shall be payable in cash equal to and will be 101% of the aggregate principal amount of 2018 any Notes and 2023 Notes to be of either series repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any and Additional Interest, if any, on such series of Notes, if any (subject to the 2018 Notes and 2023 Notes right of Holders of record on the relevant record date to be repurchased up toreceive interest due on the relevant interest payment date), but excluding, to the date of repurchase purchase (the “Change of Control Payment”). Within 30 thirty (30) days following any Change of Control Triggering Event, notice shall be mailed Event unless the Company has exercised its right to Holders redeem all of the Notes of either series as described in Section 3.07, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the such Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the The Change of Control Payment Date shall be payable on no earlier than thirty (30) days and no later than sixty (60) days from the applicable Interest Payment Date to date the Securityholders of such Notes registered as such at the close of business on the applicable regular record date notice is mailed, pursuant to the Notes procedures required by this Indenture and the Indenture.
(b) described in such notice. On the Change of Control Payment DateDate for each series of Notes, the Company shall, to the extent lawful:
(i1) accept for payment all Notes of such series or portions of the Notes of such series properly tendered pursuant to the Change of Control Offer;
(ii2) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes of such series or portions of Notes of such series properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, of such series so accepted together with an Officersofficers’ Certificate certificate stating (1) the aggregate principal amount of Notes of such series or portions of the Notes of such series being repurchased, (2) that all conditions precedent contained herein purchased by the Company. The paying agent shall promptly mail to make a Change each Holder of Control Offer have been complied with and (3) that Notes properly tendered the Change of Control Offer has been made Payment for such Notes, and the Trustee shall promptly authenticate and mail, or cause to be transferred by book entry, to each Holder a new Note equal in compliance with principal amount to any unpurchased portion of the IndentureNotes surrendered, if any; provided that the new Note will be in a principal amount of $2,000 or an integral multiple of $1,000. The Company shall publicly announce the results of the Change of Control Offer on Triggering Event provisions described above will be applicable whether or as soon as possible after the date not any other provisions of purchasethis Indenture are applicable. The Company shall comply in all material respects with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a to any Change of Control Triggering EventOffer. To the extent that If the provisions of any such of the applicable securities laws or securities regulations conflict with the Change of Control Offer provisions of this Section 1.4Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any the compliance. The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes of either series properly tendered and not withdrawn under such conflictChange of Control Offer. In addition, notwithstanding the occurrence of a Change of Control Triggering Event, the Company shall not be obligated to make a Change of Control Offer in the event it has exercised its rights to redeem all of the outstanding Notes as provided under Section 3.07. A Change of Control Offer may be made in advance of a Change of Control and conditioned upon such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The provisions under this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of such series of the Notes then outstanding.
Appears in 1 contract
Sources: Indenture (Sba Communications Corp)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder shall have the right to the Notes, unless require the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase all or any and all part of such holderHolder’s 2018 Notes and 2023 Notes Securities at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excludingnot including, the date of repurchase (subject to the “right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control Payment”). Triggering Event, the Company shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that they have exercised their right to redeem such Securities in accordance with Article 3 of this Indenture.
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Company has exercised its right to redeem the Securities in accordance with Article 3 of this Indenture, the Company shall send a notice shall be mailed (a “Change of Control Offer”) to Holders of each Holder with a copy to the Notes describing the transaction or transactions Trustee stating:
(i) that constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Notes Company to purchase all or a portion of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid inter- est, if any, to, but not including, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date);
(ii) the circumstances and relevant facts and information regarding such Change of Control Triggering Event;
(iii) the repurchase date specified in the notice, (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(iv) the “Change of Control Payment Date”). Notwithstanding instructions determined by the foregoingCompany, installments of interest whose Stated Maturity is on or prior consistent with this Section 4.08, that a Holder must follow in order to have its Securities purchased.
(c) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the Change of Control Payment Date Offer at least three Business Days prior to the purchase date. The Holders shall be payable on entitled to withdraw their election if the applicable Interest Payment Date Trustee or the Company receive not later than two Business Days prior to the Securityholders purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Notes registered as Holder is withdrawing its election to have such at the close of business on the applicable regular record date pursuant Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the Notes and unpurchased portion of the IndentureSecurities surrendered.
(bd) On the Change of Control Payment Datepurchase date, all Securities purchased by the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Notes properly acceptedCompany shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.
(e) Notwithstanding the foregoing provisions of this Section 4.08, together the Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering 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 Section 4.08(b) applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.
(f) At the time the Company delivers Securities to the Trustee that are to be accepted for purchase, the Company shall also deliver an Officers’ Officer’s Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
(1g) Prior to any Change of Control Offer, the aggregate principal amount of Notes or portions of Notes being repurchased, (2) Company shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Company to make a Change of Control Offer such offer have been complied with and with.
(3h) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce comply, to the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventSecurities pursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 1.4 4.08 by virtue thereof.
(i) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event (subject to any extensions to the extent set forth in the notice of such conflictChange of Control Offer).
(j) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, purchases all of the Securities validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right, upon not less than 30 nor more than 60 days’ prior notice, which notice must be given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Securities 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.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder shall have the right to the Notes, unless require the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase all or any and all part of such holderthat Holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)those Notes, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). .
(b) Within 30 days following any Change of Control Triggering Event, unless the Company has delivered a redemption notice shall be mailed with respect to Holders all the outstanding Notes in accordance with Article 3 of the Notes Base Indenture, the Company shall deliver a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the a Change of Control Triggering Event and offering to repurchase purchase the Notes on a specified date (the date specified in the notice“Change of Control Offer”), which date will shall be a Business Day no earlier than 15 30 days and no nor later than 60 days from the date such the notice is mailed delivered (the “Change of Control Payment Date”).
(c) Upon the commencement of a Change of Control Offer, the Company shall deliver a notice to the Trustee and to each Holder at its registered address. Notwithstanding The notice shall contain all instructions and materials necessary to enable the foregoing, installments of interest whose Stated Maturity is on or prior Holders to tender Notes pursuant to the Change of Control Payment Date Offer. Any Change of Control Offer shall be payable on made to all Holders. The notice, which shall govern the applicable Interest terms of the Change of Control Offer, shall state: (1) that the Change of Control Offer is being made pursuant to this Section 2.1; (2) the Change of Control Payment Date Date; (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Securityholders of Company defaults in making such payment, any Notes registered as such at the close of business on the applicable regular record date accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on an after the Change of Control Payment Date; (5) that Holders electing to have any Notes and purchased pursuant to any Change of Control Offer shall be required to surrender the Indenture.
Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or the Paying Agent, at the address specified in the notice at least three days before the Change of Control Payment Date; (b6) On that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receive, not later than the Change of Control Payment Date, a notice setting forth the Company shallname of the Holder, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) the Note the Holder delivered for purchase and a statement that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed ▇▇▇▇▇▇ is withdrawing his election to have breached its obligations under this Section 1.4 by virtue of any such conflict.Note purchased; and
Appears in 1 contract
Sources: Second Supplemental Indenture (Pilgrims Pride Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased has exercised its option to redeem the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenturedescribed above, the Company shall be required to make an offer (the “Change of Control Offer”) to each holder Holder of the 2018 Notes and 2023 Notes then outstanding Notes, to repurchase all or any part (equal to €1,000 or an integral multiple thereof) of that Holder’s Notes on the terms set forth herein and all in the Notes, provided that a Holder tendering Notes for repurchase only in part must retain not less than €100,000 aggregate principal amount of such holder’s 2018 Notes and 2023 Notes at a repurchase price Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)repurchased, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes repurchased to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventEvent or, notice at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall be mailed mail to Holders of the Notes Notes, and furnish the Trustee with a copy thereof, a notice describing the transaction that constitutes or transactions that may constitute the Change of Control Triggering Event and Event, offering to repurchase the Notes on the date specified in the notice, which date will shall be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), setting forth the instructions determined by the Company, consistent with the provisions of this Section 3.3, that a Holder must follow in order to have its Notes purchased, and stating that a Holder may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing in Exhibit A, or a comparable form, together with any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. Notwithstanding The notice shall, if mailed prior to the foregoingdate of consummation of the Change of Control, installments state that the offer to purchase is conditioned on the Change of interest whose Stated Maturity is Control Triggering Event occurring on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the IndentureDate.
(b) On the Change of Control Payment DateDate for the Notes, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, accepted together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, .
(2c) that all conditions precedent contained herein The Company shall not be required to make a Change of Control Offer have been complied upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and (3) that the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Offer has been made in compliance with Payment Date an event of default under the Indenture. The Company shall publicly announce , other than a default in the results payment of the Change of Control Offer on or as soon as possible after the date Payment upon a Change of purchase. Control Triggering Event.
(d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.Triggering
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes thereon to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”)) in accordance with the procedures set forth below. Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute date on which the Change of Control Triggering Event and offering occurs, the Company must send by first-class mail, or otherwise deliver to repurchase each Holder in accordance with the Notes on applicable procedures of the date specified in Depository Trust Company, a notice to each Holder, with a copy to the noticeTrustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.07 and that all Notes tendered shall be accepted for payment;
(2) the Change of Control Payment and the purchase date will (which shall be a Business Day no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”). Notwithstanding );
(3) that any Note not tendered shall continue to accrue interest;
(4) that, unless the foregoingCompany defaults in the payment of the Change of Control Payment, installments of interest whose Stated Maturity is on or prior any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date Date;
(5) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer shall be payable required to surrender the Notes, with the form entitled “Option of the Holder to Elect Purchase” on the applicable Interest Payment Date reverse of the Note completed, to the Securityholders of such Notes registered as such Paying Agent at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall 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;
(7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes and the Indenture.surrendered;
(b8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(9) 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 all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
, (ii2) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
, and (iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, accepted together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchasedpurchased by the Company. Subject to applicable Depository procedures with respect to Global Notes, (2) that all conditions precedent contained herein the Paying Agent shall as promptly as practicable mail to make a Change each Holder of Control Offer have been complied with and (3) that Notes properly tendered the Change of Control Offer has been made Payment for such Notes, and the Company and the Trustee shall as promptly as practicable execute and authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note in compliance with the Indenture. The Company shall publicly announce the results principal amount equal to any unpurchased portion of the Change Notes surrendered, if any; provided however, that each such new Note shall be in a principal amount of Control Offer on $2,000 or as soon as possible after the date an integral multiple of purchase$1,000 in excess thereof. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.07, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 1.4 4.07 by virtue of any such conflictthereof.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indentureoccurs, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, and Additional Interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (purchase, subject to the “Change right of Control Payment”)Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, except to the extent the Company has elected to redeem the Notes under Section 1101 of this Indenture. Within 30 days following any Change of Control Triggering Event, notice shall be mailed or, at the Company’s option, prior to Holders the consummation of such change of control but after it is publicly announced, and except to the extent the Company has elected to redeem the Notes describing under Section 1101 of this Indenture, the transaction or transactions that constitute the Company shall send notice of such Change of Control Triggering Event and offering Offer electronically or by first-class mail, with a copy to repurchase the Notes on Trustee, to each Holder to the date specified address of such Holder appearing in the noticeNote Register with a copy to the Trustee, with the following information:
(1) a Change of Control Offer is being made pursuant to this Section 1017 and all Notes properly tendered pursuant to such Change of Control Offer shall be accepted for payment;
(2) the purchase price and the purchase date, which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding ;
(3) any Note not properly tendered shall remain Outstanding and continue to accrue interest;
(4) unless the foregoingCompany defaults in the payment of the Change of Control Payment, installments of interest whose Stated Maturity is on or prior all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date Date;
(5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be payable required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the applicable Interest Payment Date reverse of the Notes completed, to the Securityholders of such Notes registered as such Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On third Business Day preceding the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii6) deposit with Holders shall be entitled to withdraw their tendered Notes and their election to require the Trustee Company to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the last day of the offer period, an electronic or facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a paying agent an statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to the Change $2,000 or an integral multiple of Control Payment $1,000 in respect of all Notes or portions of Notes properly tenderedexcess thereof; and
(iii) deliver or cause to be delivered to 8) if the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make notice is sent before a Change of Control Offer have been complied with and (3) Triggering Event, that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of is conditioned on the Change of Control Offer on or as soon as possible after Triggering Event occurring.
(b) While the date Notes are in global form and the Company makes a Change of purchase. Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of the Depository, subject to its rules and regulations.
(c) The Company shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) unless deposited before the Change of Control Payment Date, deposit with the Paying Agent no later than 10:00 a.m. New York City time an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and accepted for payment; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes tendered and accepted for payment, and the Trustee shall promptly authenticate and mail 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 be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 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.
(f) The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) 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 Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given for all of the Notes pursuant to Section 1106 of this Indenture.
(g) The provisions of this Section 1.4 by virtue 1017 relating to the Company’s obligation to make an offer to repurchase the Notes as a result of any such conflicta Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the Outstanding Notes.
Appears in 1 contract
Sources: Indenture (Kaiser Aluminum Corp)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event, each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date) in accordance with the terms contemplated in Section 4.9(b).
(a) Within 30 days following any Change of Control Triggering Event occurs (unless the Company has previously or concurrently mailed a redemption notice with respect to the Notes, unless the Company shall have redeemed the 2018 all outstanding Notes and 2023 Notes in full, as set forth in described under Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture3.4, the Company shall make an offer mail a notice by first-class mail (or otherwise delivered in accordance with the applicable procedures of DTC) to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control Triggering Event has occurred and that such Holder has the right to each holder of require the 2018 Notes and 2023 Notes Company to repurchase any and all of purchase such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)purchase, plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, on the 2018 Notes relevant interest payment date);
(ii) the circumstances and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any relevant facts regarding such Change of Control Triggering Event, notice ;
(iii) the purchase date (which shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(iv) the “Change of Control Payment Date”). Notwithstanding instructions, as determined by the foregoingCompany, installments of interest whose Stated Maturity is on or prior consistent with this Section 4.9, that a Holder must follow in order to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such have its Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenturepurchased.
(b) On the Change of Control Payment Date, the The Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to shall not be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein required to make a Change of Control Offer have been complied with and following a Change of Control Triggering Event if: (3i) that a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company shall publicly announce and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer) or (ii) a notice of redemption that is or has become unconditional has been given pursuant to Section 3.4.
(c) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control, if a definitive agreement is in place for the results Change of Control Triggering Event at the time of making of the Change of Control Offer on or as soon as possible after the date of purchase. Offer.
(d) The Company shall comply in all material respects comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.9, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.9 by virtue of any its compliance with such conflictsecurities laws or regulations.
(e) On the purchase date, all Notes purchased by the Company under this Section 4.9 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest and Additional Interest, if any, to the Holders entitled thereto.
(f) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.9. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
Appears in 1 contract
Sources: Indenture (Verisign Inc/Ca)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the Notes, unless outstanding 2029 Notes pursuant to the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as optional redemption terms set forth in Section 1.3 the Officer’s Certificate, supplemental indenture or 1.3A resolutions of this Fifth Supplemental Indenture or the Company shall have defeased Issuers’ Boards, as applicable, governing the 2029 Notes or have satisfied and discharged the Notes, as set forth in Article Eleven pursuant to Section 11.01 of the Base Indenture, the Company Issuers shall make an offer to purchase all of the 2029 Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of 2018 Notes and 2023 Notes to be repurchased Control Offer at a higher amount, an “Alternate Offer”)) (such principal amount to be equal to $2,000 or any integral multiple price, the “Change of $1,000 in excess of $2,000), Control Payment”) plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, excluding the date of repurchase (purchase, subject to the “right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of the 2029 Notes on to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2029 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date will be no earlier than 15 days 20 Business Days and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to ; provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be payable satisfied or waived;
(3) that any 2029 Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2029 Notes, all 2029 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the applicable Interest Change of Control Payment Date Date;
(5) that Holders electing to have any 2029 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2029 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2029 Notes completed or otherwise in accordance with the procedures of DTC, to the Securityholders of such Notes registered as such Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that if less than all of such Holder’s 2029 Notes are tendered for purchase, such Holder will be issued new 2029 Notes (or, in the case of Global Securities, such 2029 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2029 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2029 Notes and surrendered (the Indenture.unpurchased portion of the 2029 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof);
(b7) On if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Company shall, to the extent lawful:Change of Control Payment Date as so delayed; and
(i) accept for payment 8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2029 Notes are in global form and the Issuers make an offer to purchase all of the 2029 Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with , a Holder of such 2029 Notes may exercise its option to elect for the Trustee or a paying agent an amount equal purchase of the 2029 Notes through the facilities of DTC, subject to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with its rules and (3) that the Change of Control Offer has been made in compliance with the Indentureregulations. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company Issuers shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the 2029 Notes as a result of pursuant to a Change of Control Triggering EventOffer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.46, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 6 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all 2029 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2029 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the 2029 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2029 Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2029 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2029 Notes validly tender and do not withdraw such 2029 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2029 Notes that have been validly tendered and not withdrawn by such conflictHolders, the Issuers or such third party shall 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 as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2029 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2029 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture.
(f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2029 Notes then outstanding.
(g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2029 Notes and/or the Note Guarantees so long as the tender of 2029 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2029 Notes being repurchased, plus accrued and unpaid interest thereon.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notesoccurs, unless the Company shall have redeemed has previously or substantially concurrently therewith delivered a redemption notice with respect to all of the 2018 outstanding Notes and 2023 Notes in full, as set forth in under Section 1.3 5.7(a) or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base IndentureSection 5.7(d), the Company shall will make an offer (the “Change of Control Triggering Event Offer”) to each holder purchase all of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Triggering Event Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of 2018 repurchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Triggering Event, the Issuer will deliver or cause to be delivered notice of such Change of Control Triggering Event Offer electronically in accordance with the procedures of DTC or by first class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Triggering Event Offer is being made pursuant to this Section 3.9, and that all Notes properly tendered pursuant to such Change of Control Triggering Event Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Change of Control Triggering Event Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Triggering Event Payment, all Notes accepted for payment pursuant to the Change of Control Triggering Event Offer will cease to accrue interest, on the Change of Control Triggering Event Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Triggering Event Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the applicable Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Triggering Event Payment Date, or otherwise comply with DTC procedures;
(6) that Holders will be entitled to withdraw their tendered Notes and 2023 their election to require the Issuer to purchase such Notes; provided that the applicable Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Triggering Event Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased, or otherwise comply with DTC procedures;
(7) that Holders whose Definitive Notes are being purchased only in part will be repurchased (issued new Definitive Notes and such new Definitive Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, ;
(8) if any, on such notice is delivered prior to the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date occurrence of repurchase (the “Change of Control Payment”). Within 30 days following any a Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions stating that constitute the Change of Control Triggering Event and offering to repurchase the Notes Offer is conditional on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date occurrence of such notice is mailed (the “Change of Control Payment Date”)Triggering Event; and
(9) the other instructions, as determined by the Issuer, consistent with this Section 3.9, that a Holder must follow. Notwithstanding The applicable Paying Agent will promptly deliver to each Holder of the foregoing, installments of interest whose Stated Maturity is on or prior to Notes tendered the Change of Control Triggering Event Payment for such Notes, and the Trustee shall promptly authenticate and mail to each Holder of a partially purchased Definitive Note a new Definitive Note equal in principal amount to any unpurchased portion of the Definitive Notes surrendered, if any; provided that each such new Definitive Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer will publicly announce the results of the Change of Control Triggering Event Offer on or as soon as practicable after the Change of Control Triggering Event Payment Date. If the Change of Control Triggering Event Payment Date shall is on or after a regular record date and on or before the related interest payment date, any accrued and unpaid interest will be payable paid on the applicable Interest Change of Control Triggering Event Payment Date to the Securityholders of such Notes Person in whose name a Note is registered as such at the close of business on the applicable regular such record date pursuant to the Notes and the Indenturedate.
(b) On the Change of Control Triggering Event Payment Date, the Company shallIssuer will, to the extent lawful:permitted by law,
(i1) accept for payment all Notes issued by it or portions of Notes thereof properly tendered pursuant to the Change of Control Triggering Event Offer;,
(ii2) deposit with the Trustee or a paying agent applicable Paying Agent an amount equal to the aggregate Change of Control Triggering Event Payment in respect of all Notes or portions of Notes properly thereof so tendered; , and
(iii3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes properly accepted, so accepted together with an Officers’ Officer’s Certificate to the Trustee stating (1) the aggregate principal amount of that such Notes or portions of Notes being repurchased, thereof have been tendered to and purchased by the Issuer.
(2c) that all conditions precedent contained herein The Issuer will not be required to make a Change of Control Triggering Event Offer have been complied with and following a Change of Control Triggering Event if (3x) that a third party makes the Change of Control Triggering Event Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The Company shall publicly announce requirements set forth in this Indenture applicable to a Change of Control Triggering Event Offer made by the results Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Triggering Event Offer or (y) a notice of redemption of all outstanding Notes has been given pursuant to Section 5.7 hereof unless and until there is a default in the payment of the redemption price on the applicable Redemption Date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied.
(d) Notwithstanding anything to the contrary in this Section 3.9, a Change of Control Triggering Event 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 relevant Change of Control at the time of making the Change of Control Offer on or as soon as possible after Triggering Event Offer.
(e) While the date Notes are in global form and the Issuer makes an offer to purchase all of purchase. the Notes pursuant to the Change of Control Triggering Event Offer, a Holder shall exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.
(f) The Company shall comply in all material respects Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws laws, rules and regulations thereunder to the extent such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventEvent Offer. To the extent that the provisions of any such securities laws laws, rules or regulations conflict with the Change of Control Offer provisions of this Section 1.4Indenture, the Company shall comply with the applicable securities laws and regulations and Issuer shall not be deemed to have breached its obligations under described in this Section 1.4 Indenture by virtue of compliance therewith. The Issuer may rely on any such conflictno-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.
Appears in 1 contract
Sources: Indenture (Harrow, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the a series of Notes, unless unless, prior to or concurrently with the Company shall time the Issuers are required to make a Change of Control Offer, the Issuers have redeemed mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the 2018 outstanding Notes and 2023 Notes in full, as of such series pursuant to the optional redemption terms set forth in Section 1.3 the Officer’s Certificate, supplemental indenture or 1.3A resolutions of this Fifth Supplemental Indenture or the Company shall have defeased the Issuers’ Boards, as applicable, governing such series of Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenturepursuant to Section 11.01, the Company Issuers shall make an offer to purchase all of the Notes of such series pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of 2018 Notes and 2023 Notes to be repurchased Control Offer at a higher amount, an “Alternate Offer”)) (such principal amount to be equal to $2,000 or any integral multiple price, the “Change of $1,000 in excess of $2,000), Control Payment”) plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, excluding the date of repurchase (purchase, subject to the “right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of such series of Notes on to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date will be no earlier than 15 days and no 20 Business Days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to ; provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be payable satisfied or waived;
(3) that any Note of such series not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered Notes, all Notes of such series accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the applicable Interest Change of Control Payment Date Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the Securityholders form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes registered as such completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that if less than all of such Holder’s Notes are tendered for purchase, such Holder will be issued new Notes (or, in the case of Global Notes, such Notes shall be reduced by such amount of Notes that the Holder has tendered) and such new Notes will be equal in aggregate principal amount to the unpurchased portion of the Notes and surrendered (the Indenture.unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof);
(b7) On if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion (including more than 60 days after the notice is mailed or delivered), the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived, or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Company shall, to the extent lawful:Change of Control Payment Date as so delayed; and
(i) accept for payment 8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow. While the Notes of a series are in global form and the Issuers make an offer to purchase all of the Notes or portions of Notes properly tendered such series pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or , a paying agent an amount equal to the Change Holder of Control Payment in respect of all Notes or portions such series of Notes properly tendered; and
(iii) deliver or cause may exercise its option to be delivered to elect for the Trustee purchase of the Notes properly acceptedof such series through the facilities of DTC, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein subject to make a Change of Control Offer have been complied with its rules and (3) that the Change of Control Offer has been made in compliance with the Indentureregulations. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company Issuers shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.14, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes of the applicable series issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). Notwithstanding anything to the contrary herein, 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 or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of such series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 4.14, purchases all of the Notes of such series that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall 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 as set forth in this Section 4.14, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all Notes of such series that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest to any Holder in such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of Notes of such series on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(f) The provisions of this Section 4.14 relating to the Issuers’ obligation to make a Change of Control Offer with respect to the Notes of any series upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the Notes of such conflictseries then outstanding.
(g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Note Guarantees so long as the tender of Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest thereon.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company shall have redeemed has exercised its right to redeem the 2018 Notes and 2023 Notes in full, as set forth in Offered Securities pursuant to Section 1.3 1.1(6) hereof or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven Section 14.01 of the Base Indenture, each Holder will have the right to require that the Company purchase all or a portion, in €1000 increments (provided that any remaining principal amount thereof shall make an offer be at least the minimum authorized denomination thereof), of such Holder’s Offered Securities pursuant to Section 1.3(3)(b) hereof (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase.
(the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurred, 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, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall be mailed to Holders govern the terms of the Notes describing Change of Control Offer. Such notice shall describe the transaction or transactions that constitute the Change of Control Triggering Event and offering shall state:
(A) that the Change of Control Offer is being made pursuant to repurchase this Section 1.3(3) of this Twelfth Supplemental Indenture;
(B) that the Notes Company is required to offer to purchase all of the outstanding principal amount of Offered Securities, the purchase price and, that on the date specified in the such notice, which date will shall be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding , the foregoingCompany shall repurchase the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.3(3);
(C) if mailed prior to the date of consummation of the Change of Control, installments shall state that the Change of interest whose Stated Maturity Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date Date;
(D) that any Offered Security not tendered or accepted for payment shall continue to accrue interest;
(E) that, unless the Company defaults in making such payment, Offered Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(F) that Holders electing to have an Offered Security purchased pursuant to a Change of Control Offer may elect to have all or any portion of such Offered Security purchased;
(G) that Holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be payable required to surrender their Offered Securities, with the form entitled “Option of Holder to Elect Purchase” on the applicable Interest Payment Date reverse of the Offered Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer the Offered Security by book-entry transfer, to the Securityholders of such Notes registered as such paying agent at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third Business Day prior to the Notes and the Indenture.
(b) On the Change of Control Payment Date;
(H) that Holders shall be entitled to withdraw their election if the Company, the Company shallDepositary or the paying agent, to as the extent lawful:
(i) accept for payment all Notes or portions case may be, receives, not later than the expiration of Notes properly tendered pursuant to the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Offered Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Offered Security purchased;
(iiI) deposit with the Trustee or a paying agent an that Holders whose Offered Securities are purchased only in part shall be issued new Securities equal in principal amount equal to the Change unpurchased portion of Control Payment in respect of all Notes the Securities surrendered (or portions of Notes properly tenderedtransferred by book-entry transfer); and
(iiiJ) deliver the Common Code or cause to be delivered ISIN, if any, printed on the Offered Securities being repurchased and that no representation is made as to the Trustee correctness or accuracy of the Notes properly acceptedCommon Code or ISIN, together with an Officers’ Certificate stating if any, listed in such notice or printed on the Offered Securities.
(1c) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein The Company will not be required to make a Change of Control Offer have been complied with if a third party makes such an offer in the manner, at the times and (3) that the Change of Control Offer has been made otherwise in compliance with the Indenture. requirements for such an offer made by the Company and such third party purchases all Offered Securities properly tendered and not withdrawn under its offer.
(d) The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall will comply in all material respects 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 the Notes as a result of Offered Securities pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.41.3(3), the Company shall comply with the applicable securities laws and regulations and shall not be deemed not to have breached its obligations under this Section 1.4 1.3(3) by virtue of any such conflictthereof.
Appears in 1 contract
Sources: Twelfth Supplemental Indenture (TE Connectivity Ltd.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder shall have the right to the Notes, unless require that the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101101.0% of the aggregate principal amount thereof on the date of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), purchase plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase (subject to the “Change right of Control Payment”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 Section 4.9(b). .
(b) Within 30 days following any Change of Control Triggering Event, unless the Company has previously or concurrently mailed a redemption notice with respect to all outstanding Notes as described under Section 3.4, the Company shall be mailed mail a notice by first-class mail (or otherwise delivered in accordance with the Applicable Procedures) to Holders each Holder with copies to the Trustees (the “Change of the Notes describing the transaction or transactions Control Offer”) stating:
(i) that constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to, but excluding, the notice, date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date);
(ii) the circumstances and relevant facts regarding such Change of Control Triggering Event;
(iii) an expiration date (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed mailed, the “Expiration Date”) and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the Expiration Date); and
(iv) the instructions, as determined by the Company, consistent with this Section 4.9, that a Holder must follow in order to have its Notes purchased.
(c) A Holder may tender all or any portion of its Notes pursuant to a Change of Control Payment Date”). Notwithstanding the foregoingOffer, installments of interest whose Stated Maturity is on or prior subject to the Change requirement that any portion of Control Payment Date shall a Note tendered must be payable on the applicable Interest Payment Date in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders are entitled to the Securityholders of such withdraw Notes registered as such at tendered up to the close of business on the applicable regular record date pursuant to the Notes and the IndentureExpiration Date.
(bd) On The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if: (i) a third party makes the Change of Control Payment DateOffer in the manner, at the times 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 Notes validly tendered and not withdrawn under such Change of Control Offer) or (ii) a notice of redemption that is or has become unconditional has been given pursuant to Section 3.4.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes pursuant to a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described in clause (d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shallwill have the right, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered 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 Offer;, to redeem all Notes that remain outstanding following such purchase at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
(iif) deposit with the Trustee or A Change of Control Offer may be made in advance of a paying agent an amount equal to Change of Control Triggering Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Payment in respect Triggering Event at the time of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that making the Change of Control Offer has been made in compliance with the Indenture. Offer.
(g) The Company shall publicly announce comply, to the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable or regulations, including Canadian Securities Laws, in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.9, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.9 by virtue of any its compliance with such conflictsecurities laws or regulations.
(h) On the Purchase Date, the purchase price will become due and payable on each Note accepted for purchase pursuant to the Change of Control Offer, all Notes purchased by the Company under this Section 4.9 shall be delivered by the Company to the U.S. Trustee for cancellation and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. Interest on Notes purchased by the Company under this Section 4.9 shall cease to accrue on and after the Purchase Date.
(i) At the time the Company delivers Notes to the U.S. Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.9. A Note shall be deemed to have been accepted for purchase at the time the U.S. Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
Appears in 1 contract
Sources: Indenture (Open Text Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any series of notes, each holder of notes of such series will have the Notes, unless right to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of such series pursuant to a Change of Control Offer on the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as terms set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased indenture. In the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder , Issuer will offer a Change of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price Control Payment in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be notes repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, interest on the 2018 Notes and 2023 Notes to be notes repurchased up to, but excludingnot including, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer will send a notice shall be mailed (the “Change of Control Offer”) to Holders each holder of notes to which such Change of Control Triggering Event applies and the Notes trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the Notes notes of such series on the date Change of Control Payment Date specified in the notice, which date will be no earlier than 15 10 days and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes procedures required by the indenture and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment described in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenturesuch notice. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall Issuer will comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Triggering Event provisions of this Section 1.4the indenture, or compliance with the Company shall Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.4 the Change of Control Triggering Event provisions of the indenture by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such conflict.holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the a series of Notes, unless the Company shall have redeemed the 2018 has exercised its right to redeem all of such Notes and 2023 Notes in full, as set forth in pursuant to Section 1.3 or 1.3A 1.04 of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall be required to make an offer to each Holder of such Notes to purchase such Notes (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). , subject to the right of Holders of record on the applicable record date to receive any interest due on the Change of Control Payment Date (as defined below).
(b) Within 30 days following the date upon which any Change of Control Triggering EventEvent has occurred or, notice shall be mailed at the Company’s option, prior to Holders any Change of Control, but after the public announcement of the Notes describing the transaction that constitutes or transactions that may constitute the Change of Control Triggering Event and offering Control, unless the Company has exercised its right to repurchase redeem all of the Notes on pursuant to Section 1.04 of this Supplemental Indenture, the Company will send or deliver electronically a notice of such Change of Control Offer to each Holder or otherwise deliver notice in accordance with the Applicable Procedures of the Depositary, with a copy to the Trustee, stating, among other things, the purchase date specified in the notice, (which date will must be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding The notice, if mailed or delivered electronically prior to the foregoingdate of consummation of the Change of Control, installments will state that the Change of interest whose Stated Maturity Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the IndentureDate.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer, provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000;
(ii) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly notes so tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, so accepted together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of each series of Notes or portions of such Notes being repurchasedpurchased by the Company in accordance with the terms of this covenant.
(d) The Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (2or otherwise deliver in accordance with the applicable procedures of DTC) (or cause to be transferred by book entry) to each Holder a new Note (it being understood that, notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the Trustee to authenticate and mail or deliver such new Note) equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent contained herein each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date.
(f) The Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company hereunder and such third party purchases all Notes properly tendered and not withdrawn under its offer in accordance with such requirements. In addition, the Company will not purchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the change of control payment upon a Change of Control Triggering Event.
(g) If Holders of not less than 90% in aggregate principal amount of outstanding Notes of such series validly tender and do not withdraw such notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Notes of such series validly tendered and not withdrawn by such Holders, all of the Holders will be deemed to have been complied with and (3) that consented to such Change of Control Offer and, accordingly, the Company 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 has been made described above, to redeem all Notes of such series that remain outstanding following such purchase at a redemption price in compliance with cash equal to 101% of the Indenture. principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date).
(h) The Company shall publicly announce comply, to the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4the Notes, the Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 the Change of Control Offer provisions of the Notes by virtue of any such conflict; rather, the Company will be deemed to comply with its obligation to repurchase the Notes upon a Change of Control Triggering Event in accordance with the Indenture, modified as necessary by the Company in good faith to permit compliance with such law or regulation.
Appears in 1 contract
Sources: Supplemental Indenture (Cadence Design Systems Inc)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to either series of the Notes, unless the Company shall have redeemed such series of the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article Eleven XI of the Base Indenture, the Company shall make an offer (the a “Change of Control Offer”) to each holder Holder of the 2018 Notes and 2023 applicable series of the Notes to repurchase any and all of such holderHolder’s 2018 Notes and 2023 Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 the Notes to be repurchased (such principal amount to be equal to $2,000 €100,000 or any integral multiple of $€1,000 in excess of $2,000thereof), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the such Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If Within 30 days following the occurrence of a Change of Control Triggering Event occurs with respect Event, unless we have exercised our option to redeem all the Notes of such series as described under Section 5 of the Notes, each holder of Notes shall have the right to require that the Company make an offer to purchase such holder’s Notes of such series at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to but excluding the date of purchase. If the Change of Control purchase date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to the NotesChange of Control purchase date will be paid on the Change of Control purchase date to the Person in whose name a Note is registered at the close of business on such record date. Within 30 days following the occurrence of a Change of Control Triggering Event, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased has exercised its option to redeem all the Notes or have satisfied and discharged of such series as described under Section 5 of the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer will mail (or deliver by electronic transmission in accordance with the applicable procedures of DTC) a notice to each holder of Notes with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that a Change of Control Triggering Event has occurred and that such holder has the right to each holder of require the 2018 Notes and 2023 Notes Company to repurchase any and all of purchase such holder’s 2018 Notes and 2023 Notes of such series at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)purchase, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, excluding the date of repurchase purchase;
(2) the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice purchase date (which shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed sent) (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (13) the aggregate principal amount of instructions, as determined by the Company, consistent with the covenant described hereunder, that a holder must follow in order to have its Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein purchased. The Company will not be required to make a Change of Control Offer have been complied with and (3) that following a Change of Control Triggering Event if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The Company shall publicly announce the results of the requirements set forth in this First Supplemental Indenture applicable to a Change of Control Offer on made by the Company and purchases all Notes of such series validly tendered and not withdrawn under such Change of Control Offer or as soon as possible after if the date Company has exercised its option to redeem all the Notes of purchasesuch series pursuant to the provisions described under Section 5 of the Notes. The Company shall comply in all material respects will comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4the covenant described hereunder, the Company shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its our obligations under this Section 1.4 the covenant described hereunder by virtue of our compliance with such securities laws or regulations. Notwithstanding anything to the contrary herein, 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 such Change of Control Offer. In such case, the notice shall state that, in the Company’s (or such third party offeror’s) discretion, the Change of Control purchase date may be delayed until such time as the Change of Control Triggering Event shall have occurred, or such repurchase may not occur and such notice may be rescinded in the event that the Change of Control Triggering Event shall not have occurred by the Change of Control purchase date, or by the Change of Control purchase date as so delayed. If any such conflictrepurchase shall be rescinded or delayed, the Company shall provide written notice to the holders of Notes and the Trustee prior to the close of business at least two Business Days prior to the Change of Control purchase date (unless a shorter period shall be agreed to by the Trustee). Upon the Company’s written request given at least five (5) Business Days prior to the date such notice shall be sent (unless the Trustee consents to a shorter period), the Trustee shall (on at the date specified in such written request or promptly after such time) forward such notice to the holders in the Company’s name and at the Company’s expense in the same manner in which the notice of redemption was given.
Appears in 1 contract
Sources: First Supplemental Indenture (Western Digital Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect occurs, each holder of Notes will have the right to require the Issuers to purchase some or all (in principal amounts of $2,000 or an integral multiple of $1,000) of such holder’s Notes pursuant to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”).
(b) to each holder Any Change of the 2018 Notes and 2023 Notes to repurchase any and all Control Offer will include a cash offer price of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 any Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), purchased plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes interest to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any If a Change of Control Triggering EventOffer is required, within 20 Business Days following a Change of Control, the Issuers will give a notice shall be mailed to Holders of each Holder (with a copy to the Notes Trustee) describing the transaction or transactions Change of Control, offering to repurchase Notes on a specified date (the “Change of Control Payment Date”) and detailing the instructions that constitute a Holder must follow in order to have its Notes purchased. If such notice is given prior to the occurrence of a Change of Control, the Change of Control Triggering Event and offering to repurchase the Notes Offer shall be conditioned on the date specified in the notice, which date occurrence of such Change of Control. The Change of Control Payment Date will be no earlier than 15 days and no later than 60 days from the date such the notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenturegiven.
(bc) On the Change of Control Payment Date, the Company shallIssuers will, to the extent lawful:
(i1) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii2) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment with the paying agent in respect of all Notes or portions of Notes properly tenderedso accepted; and
(iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with accepted and an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of all Notes purchased by the Issuers.
(d) The Paying Agent will promptly mail or portions otherwise deliver in accordance with the procedures of the Depository to each Holder of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that properly tendered the Change of Control Offer has been made Payment for such Notes, and the Trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each holder a new Note in compliance with the Indenture. The Company shall publicly announce the results principal amount equal to any unpurchased portion of the Change of Control Offer on or as soon as possible after the date of purchase. Notes surrendered.
(e) The Company shall Issuers will comply in all material respects with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a to any Change of Control Triggering EventOffer. To the extent that If the provisions of any such of the applicable securities laws or securities regulations conflict with the Change of Control Offer provisions of this Section 1.44.07, the Company shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.4 the covenant described above by virtue of that compliance.
(f) The Issuers 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 otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or if notice of redemption has been given pursuant to Section 5 or 6 of the Notes. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, subject to one or more conditions precedent, including, but not limited to, 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.
(g) Notwithstanding the foregoing, in connection with any Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender and do not withdraw such conflictNotes in such Change of Control Offer and the Issuers, or any third party making such Change of Control Offer in lieu of the Issuers, purchases all of the Notes properly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 15 nor more than 60 days' prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the date of redemption.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect occurs, each holder of Notes will have the right to require the Issuers to repurchase some or all (in principal amounts of $2,000 or an integral multiple of $1,000) of such holder’s Notes pursuant to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”).
(b) to each holder Any Change of the 2018 Notes and 2023 Notes to repurchase any and all Control Offer will include a cash offer price of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 any Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any If a Change of Control Triggering EventOffer is required, within 20 Business Days following a Change of Control, the Issuers will give a notice shall be mailed to Holders of each Holder (with a copy to the Notes Trustee) describing the transaction or transactions Change of Control, offering to repurchase Notes on a specified date (the “Change of Control Payment Date”) and detailing the instructions that constitute a Holder must follow in order to have its Notes purchased. If such notice is given prior to the occurrence of a Change of Control, the Change of Control Triggering Event and offering to repurchase the Notes Offer shall be conditioned on the date specified in the notice, which date occurrence of such Change of Control. The Change of Control Payment Date will be no earlier than 15 30 days and no later than 60 days from the date such the notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenturegiven.
(bc) On the Change of Control Payment Date, the Company shallIssuers will, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment with the paying agent in respect of all Notes or portions of Notes properly tenderedso accepted; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with accepted and an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of all Notes purchased by the Issuers.
(d) The Paying Agent will promptly mail or portions otherwise deliver in accordance with the procedures of the Depository to each Holder of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that properly tendered the Change of Control Offer has been made Payment for such Notes, and the Trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each holder a new Note in compliance with the Indenture. The Company shall publicly announce the results principal amount equal to any unpurchased portion of the Change of Control Offer on or as soon as possible after the date of purchase. Notes surrendered.
(e) The Company shall Issuers will comply in all material respects with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a to any Change of Control Triggering EventOffer. To the extent that If the provisions of any such of the applicable securities laws or securities regulations conflict with the Change of Control Offer provisions of this Section 1.44.07, the Company shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 1.4 the covenant described above by virtue of that compliance.
(f) The Issuers 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 otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or if notice of redemption has been given pursuant to Section 5 or 6 of the Notes. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, subject to one or more conditions precedent, including, but not limited to, 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.
(g) Notwithstanding the foregoing, in connection with any Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender and do not withdraw such conflictNotes in such Change of Control Offer and the Issuers, or any third party making such Change of Control Offer in lieu of the Issuers, purchases all of the Notes properly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, up to, but excluding the date of redemption.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, each Holder will have the right to require the Notes, unless the Company shall have redeemed the 2018 Notes Issuer purchase all or a portion (in principal amounts of $1,000 and 2023 Notes multiples of $1,000 in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven excess thereof) of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate outstanding principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interestinterest thereon, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Notwithstanding the occurrence of a Change of Control Triggering Event, notice shall the Issuer will not be mailed obligated to Holders of repurchase the Notes describing under this section if it has exercised its rights to redeem all the Notes under Section 3.7. Holders will not be entitled to require the Issuer to purchase their Notes in the event of a takeover, recapitalization, leveraged buyout or similar transaction or transactions that constitute which is not a Change of Control Triggering Event. Within 30 days following the date upon which the Change of Control Triggering Event and occurred, the Issuer must notify the Trustee in accordance with this Indenture (who shall forward to each Holder), offering to repurchase purchase the Notes on as described above (a “Change of Control Offer”). The Change of Control Offer shall state, among other things, the date specified in the noticepurchase date, which date will must be no earlier than 15 10 days and no nor later than 60 days from the date such notice is mailed of notice, other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding On the foregoing, installments of interest whose Stated Maturity is on or Business Day prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) , deposit with the Trustee or a Trustee, as paying agent agent, funds in an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tenderedtendered and not withdrawn pursuant to the Change of Control Offer; and
(iii2) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, so accepted together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. If only a portion of a Note is purchased pursuant to a Change of Control Offer, adjustments to the amount and beneficial interests to the Global Note will be made, or should the Notes being repurchasedbe Definitive Notes, (2) that all conditions precedent contained herein a new Note in a principal amount equal to a portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note. The Issuer will not be required to make a Change of Control Offer have been complied with and upon a Change of Control Triggering Event if (31) that a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Indenture 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, or (2) notice of redemption has been given pursuant to Section 3.3 of this Indenture and the Notes are redeemed in full in accordance therewith within 60 days of such notice, unless and until there is a default in payment of the applicable Redemption Price. The Company shall publicly announce Notes repurchased by the results Issuer pursuant to a Change of Control Offer will be cancelled and cannot be reissued. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept and do not withdraw their acceptance of a Change of Control Offer and the Issuer or a third party purchases all of the Notes held by such Holders, the Issuer will have the right, on not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on or as soon as possible after the Notes that remain outstanding, to the Redemption Date (subject to the rights of Holders on the relevant record date of purchaseto receive interest due on the relevant Interest Payment Date). The Company shall Issuer and, following the Proposed PTP Conversion, the PTP Parent, as applicable, will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder regulations, to the extent that such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of in connection with a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the “Change of Control Offer Triggering Event” provisions of this Section 1.4Indenture, the Company shall Issuer and, following the Proposed PTP Conversion, the PTP Parent, as applicable, will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.4 Indenture by virtue of any such conflictdoing so.
Appears in 1 contract
Sources: Indenture (CIFC Corp.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs Event, each Holder shall have the right to require that the Issuer repurchase such Holder’s Securities in whole or in part in integral multiples of $1,000, in accordance with the procedures set forth in this Section 907 and this Indenture; provided, however, that no such partial repurchase shall reduce the portion of the principal amount of a Security not repurchased less than $2,000.
(b) Within 30 days following the occurrence of both a Change of Control and a Rating Decline with respect to the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer Securities (the a “Change of Control OfferTriggering Event”) ), or, at the Issuer’s option, prior to each holder any Change of Control, but after the public announcement thereof, the Issuer will be required to make an Offer to Purchase all Outstanding Securities, unless the Issuer has issued a notice to redeem all of the 2018 Notes and 2023 Notes to repurchase any and all Securities as provided in Article Ten of such holder’s 2018 Notes and 2023 Notes this Indenture, at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)the Securities on the Purchase Date, plus accrued and unpaid interest, interest (if any, on the 2018 Notes and 2023 Notes to be repurchased up ) to, but excludingnot including, such Purchase Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). If delivered prior to the date of repurchase (consummation of the “Change of Control Payment”). Within 30 days following any Change Control, the notice of Control Triggering Event, notice such Offer to Purchase shall be mailed state that the Offer to Holders of the Notes describing the transaction or transactions that constitute Purchase is conditioned on the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is occurring on or prior to the payment date specified in such notice and may include other related conditions; provided, however, that no such condition shall relieve the Issuer from its repurchase obligation if a Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the IndentureTriggering Event in fact occurs.
(bc) On The Issuer and the Change of Control Payment Trustee shall perform their respective obligations for the Offer to Purchase as specified in the Offer. Prior to the Purchase Date, the Company shall, to the extent lawful:
Issuer shall (i) accept for payment all Notes Securities or portions of Notes properly thereof tendered pursuant to the Change of Control Offer;
, (ii) irrevocably deposit with the Trustee or a paying agent an amount equal Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 903) money sufficient to pay the Change of Control Payment in respect Purchase Price of all Notes Securities or portions of Notes properly tendered; and
thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer elects) and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, all Securities so accepted together with an Officers’ Certificate stating (1) the Securities or portions thereof accepted for payment by the Issuer. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer to the Holder thereof. In the event that the aggregate principal Purchase Price is less than the amount of Notes delivered by the Issuer to the Trustee or portions of Notes being repurchasedthe Paying Agent, (2) that all conditions precedent contained herein the Trustee or the Paying Agent, as the case may be, shall deliver the excess to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible Issuer immediately after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflictPurchase Date.
Appears in 1 contract
Sources: Indenture (Level 3 Parent, LLC)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company has mailed or electronically delivered a notice of redemption pursuant to paragraph 5 of the Notes with respect to all outstanding Notes and redeems all Notes validly tendered pursuant to such notice of redemption, each Holder shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or right to require the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase all or any and all part of such holderthat Holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)the purchase, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes repurchased to be repurchased up to, but excluding, the date of repurchase purchase (subject to the “Change right of Control Payment”Noteholders of record on the relevant record date to receive interest due on the relevant interest payment date). , in accordance with the terms set forth in this Section 4.8.
(b) Within 30 days following any Change of Control Triggering Event, unless the Company has previously or concurrently mailed or electronically delivered a redemption notice shall be mailed with respect to Holders all outstanding Notes pursuant to paragraph 5 of the Notes describing Notes, the transaction Company shall mail by first-class mail or transactions electronically deliver a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to the noticedate 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 Triggering Event;
(3) the purchase date, which date will shall be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed or electronically delivered;
(4) if the “notice is mailed or electronically delivered prior to a Change of Control Payment Date”). Notwithstanding the foregoingControl, installments of interest whose Stated Maturity is on or prior to that the Change of Control Payment Date shall be payable Offer is conditioned on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedoccurring; and
(iii5) deliver the instructions, as determined by the Company, consistent with this Section 4.8, that the Holder must follow in order to have that Holder’s Notes purchased.
(c) Holders electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders will be entitled to withdraw their election if the Trustee or cause the Company receives not later than one Business Day prior to the purchase date, a facsimile transmission or letter 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 his election to have such Note purchased.
(d) On the purchase date, all Notes purchased by the Company under this Section 4.8 shall be delivered by the Company to the Trustee for cancellation, and the Notes properly acceptedCompany shall pay the purchase price plus accrued and unpaid interest, together with an Officers’ Certificate stating if any, to the Holders entitled thereto.
(1e) Notwithstanding the aggregate principal amount foregoing provisions of Notes or portions of Notes being repurchasedthis Section 4.8, (2) that all conditions precedent contained herein the Company shall not be required to make a Change of Control Offer have been complied with and (3) that following a Change of Control Triggering Event if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The requirements set forth in this Section 4.8 applicable to a Change of Control Offer made by the Company shall publicly announce and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(f) A Change of Control Offer may be made in advance of a Change of Control, and may be conditional upon the results occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer on or as soon as possible after the date of purchase. Offer.
(g) The Company shall comply in all material respects comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Eventpursuant to this Section 4.8. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.8 by virtue of any its compliance with such conflictsecurities laws or regulations.
Appears in 1 contract
Sources: Indenture (Expedia, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or Section 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article Eleven XI of the Base Indenture, the Company shall make an offer (the a “Change of Control Offer”) to each holder Holder of the 2018 Notes and 2023 applicable series of the Notes to repurchase any and all of such holderHolder’s 2018 Notes and 2023 Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 the Notes to be repurchased (such principal amount to be equal to $2,000 €100,000 or any integral multiple of $€1,000 in excess of $2,000thereof), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the such Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a1) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have redeemed exercised its option to redeem the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture Indenture, or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven VIII of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any an integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall give written notice shall be mailed to Holders the Trustee and holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed given (the “Change of Control Payment Date”). , pursuant to the procedures required by the Notes and described in such notice.
(2) Notwithstanding the foregoing, installments of interest on the applicable series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b3) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. .
(4) The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless the Issuer has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 outstanding Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in accordance with Article Eleven of the Base Indenture3, the Company Issuer shall make an offer to purchase all of the Notes in accordance with this Section 4.03 (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of 2018 repurchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date prior to such repurchase. Within 30 days following any Change of Control Triggering Event, the Issuer shall send or cause to be sent a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of the Depositary with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.03 and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered, which purchase date may be subsequently extended in the case of a conditional Change of Control Offer as permitted below (the “Change of Control Payment Date”);
(3) that any Note not properly tendered shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice 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;
(6) that Holders shall be entitled to withdraw their tendered Notes and 2023 their election to require the Issuer to purchase such Notes; provided, that the paying agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that Holders whose Notes are being purchased only in part shall be repurchased (issued new Notes and such new Notes will be equal in principal amount to the purchased portion of the Notes surrendered. The purchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, ;
(8) if any, on such notice is delivered prior to the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date occurrence of repurchase (the “Change of Control Payment”). Within 30 days following any a Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with is conditional on the Indenture. The Company shall publicly announce the results occurrence of the such Change of Control Offer on or Triggering Event; and
(9) the other instructions, as soon as possible after determined by the date of purchaseIssuer, consistent with this Section 4.03, that a Holder must follow in order to have its Notes repurchased. The Company Issuer shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of Notes by the Notes as a result of Issuer pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4Indenture, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law:
(1) accept for payment all Notes issued by it or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer and, at the Issuer’s option, the Notes so accepted for cancellation.
(c) The Issuer is not required to make a Change of Control Offer:
(1) 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not properly withdrawn under such Change of Control Offer, or
(2) if a notice of redemption in respect of all of the outstanding Notes that is or has become unconditional has been given in accordance with Article 3.
(d) Notwithstanding anything to the contrary herein, 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. In the event that the Change of Control Triggering Event has not occurred as of the Change of Control Payment Date specified in the notice for any Change of Control Offer (or amendment thereto), the Issuer (or third party offeror) may, in its discretion, rescind such notice or amend it to specify another Change of Control Payment Date.
(e) If Holders of not less than 90% of the aggregate principal amount of the outstanding Notes properly tender and do not properly withdraw such Notes pursuant to a Change of Control Offer and all of such Notes are purchased in such Change of Control Offer, the Issuer will have the right to redeem all of the Notes that remain outstanding upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following consummation of such Change of Offer, at a purchase price equal to:
(1) 101% of the aggregate principal amount thereof, plus
(2) accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Any such notice shall be given as provided under Article 3 but may not be conditional.
(f) The provisions of this Section 1.4 by virtue 4.03 may be waived or modified, either before or after the occurrence of any such conflictChange of Control Triggering Event, with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless each Holder of the Notes shall have the right to require the Company shall have redeemed to repurchase all or any part, equal to $2,000 or an integral multiple of $1,000, of such Holder’s Notes pursuant to the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase ). The offer price in any Change of Control Offer shall be payable in cash equal to and shall be 101% of the aggregate principal amount of 2018 any Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, and Additional Interest, if any, on such Notes (subject to the right of Holders of record on the 2018 Notes and 2023 Notes relevant record date to be repurchased up toreceive interest due on the relevant interest payment date), but excluding, to the date of repurchase purchase (the “Change of Control Payment”). Within 30 thirty (30) days following any Change of Control Triggering Event, notice shall be mailed unless the Company has exercised its right to Holders redeem all of the Notes as described in Section 3.07, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the such Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the The Change of Control Payment Date shall be payable on no earlier than thirty (30) days and no later than sixty (60) days from the applicable Interest Payment Date to date the Securityholders of such Notes registered as such at the close of business on the applicable regular record date notice is mailed, pursuant to the Notes procedures required by this Indenture and the Indenture.
(b) described in such notice. On the Change of Control Payment DateDate for the Notes, the Company shall, to the extent lawful:
(i1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer;
(ii2) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, so accepted together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of the Notes being repurchased, (2) that all conditions precedent contained herein purchased by the Company. The Paying Agent shall promptly mail to make a Change each Holder of Control Offer have been complied with and (3) that Notes properly tendered the Change of Control Offer has been made Payment for such Notes, and the Trustee shall promptly authenticate and mail, or cause to be transferred by book entry, to each Holder a new Note equal in compliance with principal amount to any unpurchased portion of the IndentureNotes surrendered, if any; provided that the new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000. The Company shall publicly announce the results of the Change of Control Offer on Triggering Event provisions described above shall be applicable whether or as soon as possible after the date not any other provisions of purchasethis Indenture are applicable. The Company shall comply in all material respects with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a to any Change of Control Triggering EventOffer. To the extent that If the provisions of any such of the applicable securities laws or securities regulations conflict with the Change of Control Offer provisions of this Section 1.44.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.16 by virtue of any such conflictthe compliance.
Appears in 1 contract
Sources: Indenture (Sba Communications Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless each Holder of the Notes shall have the right to require the Company shall have redeemed to repurchase all or any part, equal to $2,000 or an integral multiple of $1,000, of such Holder’s Notes pursuant to the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase ). The offer price in any Change of Control Offer shall be payable in cash equal to and will be 101% of the aggregate principal amount of 2018 any Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, and Additional Interest, if any, on such Notes (subject to the right of Holders of record on the 2018 Notes and 2023 Notes relevant record date to be repurchased up toreceive interest due on the relevant interest payment date), but excluding, to the date of repurchase purchase (the “Change of Control Payment”). Within 30 thirty (30) days following any Change of Control Triggering Event, notice shall be mailed unless the Company has exercised its right to Holders redeem all of the Notes as described in Section 3.07, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the such Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the The Change of Control Payment Date shall be payable on no earlier than thirty (30) days and no later than sixty (60) days from the applicable Interest Payment Date to date the Securityholders of such Notes registered as such at the close of business on the applicable regular record date notice is mailed, pursuant to the Notes procedures required by this Indenture and the Indenture.
(b) described in such notice. On the Change of Control Payment DateDate for the Notes, the Company shall, to the extent lawful:
(i1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer;
(ii2) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, so accepted together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of the Notes being repurchased, (2) that all conditions precedent contained herein purchased by the Company. The Paying Agent shall promptly mail to make a Change each Holder of Control Offer have been complied with and (3) that Notes properly tendered the Change of Control Offer has been made Payment for such Notes, and the Trustee shall promptly authenticate and mail, or cause to be transferred by book entry, to each Holder a new Note equal in compliance with principal amount to any unpurchased portion of the IndentureNotes surrendered, if any; provided that the new Note will be in a principal amount of $2,000 or an integral multiple of $1,000. The Company shall publicly announce the results of the Change of Control Offer on Triggering Event provisions described above will be applicable whether or as soon as possible after the date not any other provisions of purchasethis Indenture are applicable. The Company shall comply in all material respects with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a to any Change of Control Triggering EventOffer. To the extent that If the provisions of any such of the applicable securities laws or securities regulations conflict with the Change of Control Offer provisions of this Section 1.44.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.16 by virtue of any the compliance. The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such conflictChange of Control Offer. In addition, notwithstanding the occurrence of a Change of Control Triggering Event, the Company shall not be obligated to make a Change of Control Offer in the event it has exercised its rights to redeem all of the outstanding Notes as provided under Section 3.07. A Change of Control Offer may be made in advance of a Change of Control and conditioned upon such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The provisions under this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Sources: Indenture (Sba Communications Corp)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the Notes, each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of 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 Section 4.9(b).
(b) Within 30 days following any Change of Control Triggering Event with respect to the Notes, unless the Company shall have redeemed the 2018 has previously or concurrently mailed a redemption notice with respect to all outstanding Notes and 2023 Notes in full, as set forth in described under Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture3.4, the Company shall make an offer mail a notice by first-class mail (or otherwise deliver in accordance with the Applicable Procedures) to each Holder with copies to the Trustees (the “Change of Control Offer”) stating:
(i) that a Change of Control Triggering Event has occurred and that such Holder has the right to each holder of require the 2018 Notes and 2023 Notes Company to repurchase any and all of purchase such holderHolder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101101.0% of the aggregate principal amount thereof on the date of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)purchase, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase (subject to the “Change right of Control Payment”Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Within 30 days following any ;
(ii) the circumstances and relevant facts regarding such Change of Control Triggering Event, notice ;
(iii) an expiration date (which shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no nor later than 60 days from the date such notice is mailed mailed, the “Expiration Date”) and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the Expiration Date; and
(iv) the instructions, as determined by the Company, consistent with this Section 4.9, that a Holder must follow in order to have its Notes purchased.
(c) A Holder may tender all or any portion of its Notes pursuant to a Change of Control Payment Date”). Notwithstanding the foregoingOffer, installments of interest whose Stated Maturity is on or prior subject to the Change requirement that any portion of Control Payment Date shall a Note tendered must be payable on the applicable Interest Payment Date in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders are entitled to the Securityholders of such withdraw Notes registered as such at tendered up to the close of business on the applicable regular record date pursuant Expiration Date.
(d) The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event with respect to the Notes and the Indenture.
if: (bi) On a third party makes the Change of Control Payment DateOffer in the manner, at the times 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 Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption that is or has become unconditional has been given pursuant to Section 3.4.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes pursuant to a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described in clause (d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shallwill have the right, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered upon not less than 15 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 purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
(iif) deposit with the Trustee or A Change of Control Offer may be made in advance of a paying agent an amount equal to Change of Control Triggering Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Payment in respect Triggering Event at the time of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that making the Change of Control Offer has been made in compliance with the Indenture. Offer.
(g) The Company shall publicly announce comply, to the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable or regulations, including Canadian Securities Laws, in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.9, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.9 by virtue of any its compliance with such conflictsecurities laws or regulations.
(h) On the Purchase Date, the purchase price will become due and payable on each Note accepted for purchase pursuant to the Change of Control Offer, all Notes purchased by the Company under this Section 4.9 shall be delivered by the Company to the U.S. Trustee for cancellation and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. Interest on Notes purchased by the Company under this Section 4.9 shall cease to accrue on and after the Purchase Date.
(i) At the time the Company delivers Notes to the U.S. Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.9. A Note shall be deemed to have been accepted for purchase at the time the U.S. Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
Appears in 1 contract
Sources: Indenture (Open Text Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the a series of Notes, unless unless, prior to the Company shall time the Issuers are required to make a Change of Control Offer, the Issuers have redeemed previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the 2018 outstanding Notes and 2023 Notes in full, as of such series pursuant to the optional redemption terms set forth in Section 1.3 the Officer’s Certificate, supplemental indenture or 1.3A resolutions of this Fifth Supplemental Indenture or the Company shall have defeased the Issuers’ Boards, as applicable, governing such series of Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenturepursuant to Section 11.01, the Company Issuers shall make an offer to purchase all of the Notes of such series pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, excluding the date of repurchase (purchase, subject to the “right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of such series of Notes on to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date will be no earlier than 15 days and no 20 Business Days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to ; provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be payable satisfied;
(3) that any Note of such series not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes of such series accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the applicable Interest Change of Control Payment Date Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the Securityholders form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes registered as such completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes of such series, the Holders of the remaining Notes of such series will be issued new Notes of such series and such new Notes will be equal in principal amount to the unpurchased portion of the Notes and surrendered (the Indenture.unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof);
(b) On 8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such purchase 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 Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to by the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedDate as so delayed; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (19) the aggregate principal amount of Notes or portions of Notes being repurchasedother instructions, (2) as determined by the Issuers, consistent with this Section 4.14, that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the IndentureHolder must follow. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company Issuers shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.14, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes of the applicable series issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party approved in writing by Covenant Parent makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, 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 or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of any series validly tender and do not withdraw such conflictNotes in a Change of Control Offer and the Issuers, or any third party approved in writing by Covenant Parent making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 4.14, purchases all of the Notes of such series that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 4.14, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all Notes of such series that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(f) The provisions of this Section 4.14 relating to the Issuers’ obligation to make a Change of Control Offer with respect to the Notes of any series upon a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes of such series.
Appears in 1 contract
Sources: Base Indenture (Denali Holding Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the Notes, unless outstanding 2033 Notes pursuant to the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as optional redemption terms set forth in Section 1.3 the Officer’s Certificate, supplemental indenture or 1.3A resolutions of this Fifth Supplemental Indenture or the Company shall have defeased Issuers’ Boards, as applicable, governing the 2033 Notes or have satisfied and discharged the Notes, as set forth in Article Eleven pursuant to Section 11.01 of the Base Indenture, the Company Issuers shall make an offer to purchase all of the 2033 Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of 2018 Notes and 2023 Notes to be repurchased Control Offer at a higher amount, an “Alternate Offer”)) (such principal amount to be equal to $2,000 or any integral multiple price, the “Change of $1,000 in excess of $2,000), Control Payment”) plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, excluding the date of repurchase (purchase, subject to the “right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of the 2033 Notes on to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2033 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date will be no earlier than 15 days and no 20 Business Days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to ; provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be payable satisfied or waived;
(3) that any 2033 Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2033 Notes, all 2033 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the applicable Interest Change of Control Payment Date Date;
(5) that Holders electing to have any 2033 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2033 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2033 Notes completed or otherwise in accordance with the procedures of DTC, to the Securityholders of such Notes registered as such Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that if less than all of such Holder’s 2033 Notes are tendered for purchase, such Holder will be issued new 2033 Notes (or, in the case of Global Securities, such 2033 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2033 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2033 Notes and surrendered (the Indenture.unpurchased portion of the 2033 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof);
(b7) On if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion (including more than 60 days after the notice is mailed or delivered), the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived, or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Company shall, to the extent lawful:Change of Control Payment Date as so delayed; and
(i) accept for payment 8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2033 Notes are in global form and the Issuers make an offer to purchase all of the 2033 Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with , a Holder of such 2033 Notes may exercise its option to elect for the Trustee or a paying agent an amount equal purchase of the 2033 Notes through the facilities of DTC, subject to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with its rules and (3) that the Change of Control Offer has been made in compliance with the Indentureregulations. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company Issuers shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the 2033 Notes as a result of pursuant to a Change of Control Triggering EventOffer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.46, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 6 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all 2033 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2033 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the 2033 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2033 Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2033 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2033 Notes validly tender and do not withdraw such 2033 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2033 Notes that have been validly tendered and not withdrawn by such conflictHolders, the Issuers or such third party shall 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 as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2033 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest to any Holder in such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2033 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture.
(f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2033 Notes then outstanding.
(g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2033 Notes and/or the Note Guarantees so long as the tender of 2033 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2033 Notes being repurchased, plus accrued and unpaid interest thereon.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless each Holder of the Notes shall have the right to require the Company shall have redeemed to repurchase all or any part, equal to $2,000 or an integral multiple of $1,000, of such Holder’s Notes pursuant to the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase ). The offer price in any Change of Control Offer shall be payable in cash equal to and will be 101% of the aggregate principal amount of 2018 any Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any and Additional Interest, if any, on such Notes (subject to the 2018 Notes and 2023 Notes right of Holders of record on the relevant record date to be repurchased up toreceive interest due on the relevant interest payment date), but excluding, to the date of repurchase purchase (the “Change of Control Payment”). Within 30 thirty (30) days following any Change of Control Triggering Event, notice shall be mailed Event unless the Company has exercised its right to Holders redeem all of the Notes as described in Section 3.07, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the The Change of Control Payment Date shall be payable on no earlier than thirty (30) days and no later than sixty (60) days from the applicable Interest Payment Date to date the Securityholders of such Notes registered as such at the close of business on the applicable regular record date notice is mailed, pursuant to the Notes procedures required by this Indenture and the Indenture.
(b) described in such notice. On the Change of Control Payment DateDate for the Notes, the Company shall, to the extent lawful:
(i1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer;
(ii2) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, so accepted together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of the Notes being repurchased, (2) that all conditions precedent contained herein purchased by the Company. The paying agent shall promptly mail to make a Change each Holder of Control Offer have been complied with and (3) that Notes properly tendered the Change of Control Offer has been made Payment for such Notes, and the Trustee shall promptly authenticate and mail, or cause to be transferred by book entry, to each Holder a new Note equal in compliance with principal amount to any unpurchased portion of the IndentureNotes surrendered, if any; provided that the new Note will be in a principal amount of $2,000 or an integral multiple of $1,000. The Company shall publicly announce the results of the Change of Control Offer on Triggering Event provisions described above will be applicable whether or as soon as possible after the date not any other provisions of purchasethis Indenture are applicable. The Company shall comply in all material respects with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a to any Change of Control Triggering EventOffer. To the extent that If the provisions of any such of the applicable securities laws or securities regulations conflict with the Change of Control Offer provisions of this Section 1.4Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any the compliance. The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such conflictChange of Control Offer. In addition, notwithstanding the occurrence of a Change of Control Triggering Event, the Company shall not be obligated to make a Change of Control Offer in the event it has exercised its rights to redeem all of the outstanding Notes as provided under Section 3.07. A Change of Control Offer may be made in advance of a Change of Control and conditioned upon such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The provisions under this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Sources: Indenture (Sba Communications Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless the Issuer has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the Notes, unless the Company shall have redeemed the 2018 Notes and 2023 outstanding Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in accordance with Article Eleven of the Base Indenture3, the Company Issuer shall make an offer to purchase all of the Notes in accordance with this Section 4.03 (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of 2018 repurchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date prior to such repurchase. Within 30 days following any Change of Control Triggering Event, the Issuer shall send or cause to be sent a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of the Depositary with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 4.03 and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuer; (2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered, which purchase date may be subsequently extended in the case of a conditional Change of Control Offer as permitted below (the “Change of Control Payment Date”);
(3) that any Note not properly tendered shall remain outstanding and continue to accrue interest; (4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice 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; (6) that Holders shall be entitled to withdraw their tendered Notes and 2023 their election to require the Issuer to purchase such Notes; provided, that the paying agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part shall be repurchased (issued new Notes and such new Notes will be equal in principal amount to the purchased portion of the Notes surrendered. The purchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Company has mailed or electronically delivered, or has caused to be mailed or electronically delivered, a notice of redemption pursuant to paragraph 5 of the Notes with respect to all outstanding Notes and redeems all Notes validly tendered pursuant to such notice of redemption, each Holder shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or right to require the Company shall have defeased the Notes or have satisfied and discharged the to repurchase such Holder’s Notes, as set forth in Article Eleven of the Base Indenturewhole or in part, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)purchase, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes repurchased to be repurchased up to, but excluding, the date of repurchase such purchase (subject to the “Change right of Control Payment”Noteholders of record on the relevant record date to receive interest due on an interest payment date occurring on or prior to the date of such purchase). , in accordance with the terms set forth in this Section 4.8.
(b) Within 30 days following any Change of Control Triggering Event, unless the Company has previously or concurrently mailed or electronically delivered a redemption notice shall be mailed with respect to Holders all outstanding Notes pursuant to paragraph 5 of the Notes, the Company shall mail by first-class mail or electronically deliver if the Notes describing are held by the transaction or transactions Depository a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to the noticedate of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date occurring on or prior to the date of purchase);
(2) the circumstances and relevant facts regarding such Change of Control Triggering Event;
(3) the purchase date, which date will shall be no earlier than 15 30 days and no later than 60 days from the date such notice is mailed (or electronically delivered, except in the “case of a conditional Change of Control Payment Date”Offer made in advance of a Change of Control Triggering Event pursuant to Section 4.8(f). Notwithstanding , which, in the foregoingCompany’s discretion, installments may provide that the purchase date shall be delayed until a date that is no later than 90 days after the occurrence of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.Triggering Event;
(b4) On if the notice is mailed or electronically delivered prior to a Change of Control Triggering Event, that the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to Offer is conditioned on the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedTriggering Event occurring; and
(iii5) deliver the instructions, as determined by the Company, consistent with this Section 4.8, that the Holder must follow in order to have that Holder’s Notes purchased.
(c) Holders electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders will be entitled to withdraw their election if the Trustee or cause the Company receives not later than one Business Day prior to the purchase date, a facsimile transmission or letter 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 his election to have such Note purchased.
(d) On the purchase date, all Notes purchased by the Company under this Section 4.8 shall be delivered by the Company to the Trustee for cancellation, and the Notes properly acceptedCompany shall pay the purchase price plus accrued and unpaid interest, together with an Officers’ Certificate stating if any, to the Holders entitled thereto.
(1e) Notwithstanding the aggregate principal amount foregoing provisions of Notes or portions of Notes being repurchasedthis Section 4.8, (2) that all conditions precedent contained herein the Company shall not be required to make a Change of Control Offer have been complied with and (3) that following a Change of Control Triggering Event if a third party makes the Change of Control Offer has been made in the manner, at the times and otherwise in compliance with the Indenture. The requirements set forth in this Section 4.8 applicable to a Change of Control Offer made by the Company shall publicly announce and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(f) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and may be conditional upon the results occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer on or as soon as possible after the date of purchase. Offer.
(g) The Company shall comply in all material respects comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Eventpursuant to this Section 4.8. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.8 by virtue of any its compliance with such conflictsecurities laws or regulations.
Appears in 1 contract
Sources: Indenture (Expedia, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the NotesSecurities of a series, unless the Company each Holder of such series of Securities shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or right to require the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes Issuers to repurchase all or any and all part of such holderHolder’s 2018 Notes and 2023 Notes Securities at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excludingnot including, the date of repurchase (subject to the “right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control Payment”). Triggering Event, the Issuers shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that they have exercised (by sending notice of or completing such redemption) their right to redeem such Securities in accordance with Article 3 of this Indenture.
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuers have exercised (by sending notice of or completing such redemption) their right to redeem the Securities in accordance with Article 3 of this Indenture, the Issuers shall be mailed send a notice (a “Change of Control Offer”) to Holders of each Holder with a copy to the Notes describing the transaction or transactions Trustee stating:
(i) that constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Notes Issuers to purchase all or a portion of such Holder’s Securities of the applicable series at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date);
(ii) the circumstances and relevant facts and information regarding such Change of Control Triggering Event;
(iii) the repurchase date specified in the notice, (which date will shall be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(iv) the “Change instructions determined by the Issuers, consistent with this Section 4.08, that a Holder must follow in order to have its Securities of Control Payment Date”). Notwithstanding the foregoingapplicable series purchased.
(c) Holders electing to have a Security purchased shall be required to surrender the Security, installments of interest whose Stated Maturity is on or prior with an appropriate form duly completed, to the Issuers at the address specified in the Change of Control Payment Date Offer at least three Business Days prior to the purchase date. The Holders shall be payable on entitled to withdraw their election if the Trustee or the Issuers receive not later than two Business Days prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities of the applicable Interest Payment Date series equal in principal amount to the Securityholders unpurchased portion of the Securities of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indentureseries surrendered.
(bd) On the Change of Control Payment Datepurchase date, all Securities purchased by the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to Issuers under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Notes properly acceptedIssuers shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.
(e) Notwithstanding the foregoing provisions of this Section 4.08, together the Issuers shall not be required to make a Change of Control Offer in respect of a series of Securities upon a Change of Control Triggering 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 Section 4.08(b) applicable to a Change of Control Offer made by the Issuers and purchases all Securities of the applicable series validly tendered and not withdrawn under such Change of Control Offer.
(f) At the time the Issuers deliver Securities to the Trustee that are to be accepted for purchase, the Issuers shall also deliver an Officers’ Officer’s Certificate stating that such Securities are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
(1g) Prior to any Change of Control Offer, the aggregate principal amount of Notes or portions of Notes being repurchased, (2) Issuers shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Issuers to make a Change of Control Offer such offer have been complied with and with.
(3h) that The Issuers shall comply, to the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventSecurities pursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.08, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 1.4 4.08 by virtue thereof.
(i) A Change of Control Offer in respect of a series of Securities may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event (subject to any extensions to the extent set forth in the notice of such conflictChange of Control Offer).
(j) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities of such series in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers, purchase all of the Securities of such series validly tendered and not withdrawn by such Holders, the Issuers or such third-party shall have the right, upon not less than 30 nor more than 60 days’ prior notice, which notice must be given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Securities of such series 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.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the Notes, unless outstanding 2036 Notes pursuant to the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as optional redemption terms set forth in Section 1.3 the Officer’s Certificate, supplemental indenture or 1.3A resolutions of this Fifth Supplemental Indenture or the Company shall have defeased Issuers’ Boards, as applicable, governing the 2036 Notes or have satisfied and discharged the Notes, as set forth in Article Eleven pursuant to Section 11.01 of the Base Indenture, the Company Issuers shall make an offer to purchase all of the 2036 Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of 2018 Notes and 2023 Notes to be repurchased Control Offer at a higher amount, an “Alternate Offer”)) (such principal amount to be equal to $2,000 or any integral multiple price, the “Change of $1,000 in excess of $2,000), Control Payment”) plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, excluding the date of repurchase (purchase, subject to the “right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of the 2036 Notes on to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2036 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date will be no earlier than 15 days 20 Business Days and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to ; provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be payable satisfied or waived;
(3) that any 2036 Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2036 Notes, all 2036 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the applicable Interest Change of Control Payment Date Date;
(5) that Holders electing to have any 2036 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2036 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2036 Notes completed or otherwise in accordance with the procedures of DTC, to the Securityholders of such Notes registered as such Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that if less than all of such Holder’s 2036 Notes are tendered for purchase, such Holder will be issued new 2036 Notes (or, in the case of Global Securities, such 2036 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2036 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2036 Notes and surrendered (the Indenture.unpurchased portion of the 2036 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof);
(b7) On if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Company shall, to the extent lawful:Change of Control Payment Date as so delayed; and
(i) accept for payment 8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2036 Notes are in global form and the Issuers make an offer to purchase all of the 2036 Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with , a Holder of such 2036 Notes may exercise its option to elect for the Trustee or a paying agent an amount equal purchase of the 2036 Notes through the facilities of DTC, subject to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with its rules and (3) that the Change of Control Offer has been made in compliance with the Indentureregulations. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company Issuers shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the 2036 Notes as a result of pursuant to a Change of Control Triggering EventOffer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.46, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 6 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all 2036 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2036 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the 2036 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2036 Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2036 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2036 Notes validly tender and do not withdraw such 2036 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2036 Notes that have been validly tendered and not withdrawn by such conflictHolders, the Issuers or such third party shall 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 as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2036 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2036 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture.
(f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2036 Notes then outstanding.
(g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2036 Notes and/or the Note Guarantees so long as the tender of 2036 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2036 Notes being repurchased, plus accrued and unpaid interest thereon.
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Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes(as defined below) occurs, unless the Company shall have redeemed the 2018 Notes and 2023 Notes in full, as set forth in Section 1.3 or 1.3A has exercised its right to redeem all of this Fifth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenturedescribed above, the Company shall will make an offer to each Holder of the Notes to purchase such Notes (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000)thereof, plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”), subject to the right of Holders of record on the applicable record date to receive any interest due on the Change of Control Payment Date (as defined below). Within 30 days following the date upon which any Change of Control Triggering EventEvent has occurred or, notice shall be mailed at the Company’s option, prior to Holders any Change of Control, but after the public announcement of the Notes describing the transaction that constitutes or transactions that may constitute the Change of Control Triggering Event and offering Control, unless the Company has exercised its right to repurchase redeem all of the Notes on as described above, the Company will send or deliver electronically a notice of such Change of Control Offer to each Holder or otherwise deliver notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee, stating, among other things, the purchase date specified in the notice, (which date will must be no earlier than 15 30 days and no nor later than 60 days from the date such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding The notice, if mailed or delivered electronically prior to the foregoingdate of consummation of the Change of Control, installments will state that the Change of interest whose Stated Maturity Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) Date. On the Change of Control Payment Date, the Company shallwill, to the extent lawful:
(i1) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer, provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000;
(ii2) deposit with the Trustee or a paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly so tendered; and
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, so accepted together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchasedpurchased by the Company in accordance with the terms of this covenant. The Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (2or otherwise deliver in accordance with the applicable procedures of DTC) (or cause to be transferred by book entry) to each Holder a new Note (it being understood that, notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the Trustee to authenticate and mail or deliver such new Note) equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that all conditions precedent contained herein each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to make the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date. The Change of Control Triggering Event provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control Offer have been complied with and (3) Triggering Event, the Indenture does not contain provisions that permit the Holders to require that the Change Company repurchase or redeem the Notes in the event of Control Offer has been made in compliance with the Indenturea takeover, recapitalization or similar transaction. The Company shall publicly announce comply, to the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects extent applicable, with the requirements of Rule 14e-1 under 14(e)-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of pursuant to a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4terms described in the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue thereof; rather, the Company shall be deemed to be in compliance with those obligations if it complies with its obligation to repurchase Notes upon a Change of Control Triggering Event in accordance with the Indenture, modified as necessary by the Company in good faith to permit compliance with any such conflict.law or regulation. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Purchase Exercise Notice Upon a Change of Control Triggering Event” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of DTC, prior to the close of business on the third business day prior to the Change of Control Payment Date. The Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company hereunder and such third party purchases all Notes properly tendered and not withdrawn under its offer in accordance with such requirements. In addition, the Company will not purchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the change of control payment upon a Change of Control Triggering Event. If Holders of not less than 90% in aggregate principal amount of outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders will be deemed to have consented to such Change of Control Offer and, accordingly, the Company 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 described above, to redeem all Notes that remain outstanding following such purchase at a redemption 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 (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date) The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the Company’s assets and the assets of its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to purchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the Company’s assets and the assets of its subsidiaries taken as a whole to another person may be uncertain. For purposes of the Change of Control Offer provisions of the Notes, the following definitions are applicable:
Appears in 1 contract
Sources: Supplemental Indenture (Cadence Design Systems Inc)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless unless, prior to the Company shall have redeemed time the 2018 Notes and 2023 Notes in fullIssuer is required to make a Change of Control Offer, as set forth in Section 1.3 the Issuer has previously or 1.3A of this Fifth Supplemental Indenture concurrently mailed or the Company shall have defeased the Notes delivered, or have satisfied and discharged the Notesotherwise sent through electronic transmission, as set forth in Article Eleven a redemption notice with respect to all of the Base Indentureoutstanding Notes pursuant to Section 3.07 or Section 11.01, the Company Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the 2018 Notes and 2023 Notes to repurchase any and all of such holder’s 2018 Notes and 2023 Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of 2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), thereof plus accrued and unpaid interest, if any, on the 2018 Notes and 2023 Notes to be repurchased up to, but excluding, the date of repurchase (purchase, subject to the “right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 60 days following any Change of Control Triggering Event, the Issuer shall send notice shall be mailed of such Change of Control Offer by first-class mail, with a copy to Holders the Trustee, to each Holder of the Notes describing to the transaction address of such Holder appearing in the security register or transactions otherwise in accordance with the procedures of DTC, with the following information:
(1) that constitute the a Change of Control Triggering Event Offer is being made pursuant to this Section 4.14 and offering that all Notes properly tendered pursuant to repurchase such Change of Control Offer will be accepted for payment by the Notes on Issuer;
(2) the date specified in purchase price and the noticepurchase date, which date will be no earlier than 15 days and no 20 Business Days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to ; provided that the Change of Control Payment Date may be delayed, at the Issuer’s discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be payable satisfied;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the applicable Interest Change of Control Payment Date Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the Securityholders form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes registered as such completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the applicable regular record date pursuant third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuer is redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes and surrendered (the Indenture.unpurchased portion of the Notes must be equal to minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof);
(b) On 8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and shall describe each such condition and, if applicable, shall state that in the Issuer’s discretion the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or that such purchase shall not occur and such notice shall be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to by the Change of Control Payment Date as so delayed, unless such conditions are waived by the Issuer in respect of all Notes or portions of Notes properly tenderedits discretion; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (19) the aggregate principal amount of Notes or portions of Notes being repurchasedother instructions, (2) as determined by the Issuer, consistent with this Section 4.14, that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the IndentureHolder must follow. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company Issuer shall comply in all material respects 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 or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.44.14, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer if a third party approved by the Issuer makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, 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 or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the provisions of this Indenture, the Notes, the Security Documents and/or the Note Guarantees; provided that such Change of Control Offer shall not include the delivery of such consents as a condition precedent.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party approved in writing by the Issuer making a Change of Control Offer in lieu of the Issuer as set forth in clause (c) of this Section 4.14, purchases all of the Notes validly tendered and not withdrawn by such conflictHolders, the Issuer or such third party shall have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 60 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 4.14, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date.
(f) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(g) The provisions of this Section 4.14 relating to the Issuer’s obligation to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of the Notes.
Appears in 1 contract