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: (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 Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, 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 XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the 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 delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase 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 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 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 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 in the Indenture 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 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 this Section 1.5, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.5 by virtue of any such conflict.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Thermo Fisher Scientific Inc.)
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:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notesnotes, unless the Company shall have redeemed each holder of notes of such series will have the 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 Notes in full, as terms set forth in Section 1.4A or 1.4B of this Supplemental Indenture, the Company shall have defeased such series of indenture. In the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder , Issuer will offer a Change of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price Control Payment in cash equal to 101% of the aggregate principal amount of the Notes to be notes repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the 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 delivered (the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the Holders of Notes of such series 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 of such Notes 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 delivered 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 Holders 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 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 described 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 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 in the Indenture 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 Indenturenotice. 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 this Section 1.5the Change of Control Triggering Event provisions of the 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 1.5 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. The following additional covenants shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to any series of the NotesEvent, unless the Company shall have redeemed such series has exercised its right to redeem the Notes pursuant to Section 5.07 by giving irrevocable written notice to the Trustee in accordance with the Indenture, each Holder of the Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, shall have the right to require the Company shall have defeased to purchase all or a portion of such series of Holder’s Notes pursuant to the Notes or have satisfied and discharged such series of offer described in this Section 3.06 (the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), thereof plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). Within , 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 any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes of such series describing the transaction or transactions that constitute date upon which the Change of Control Triggering Event and offering occurred with respect to repurchase such the Notes on 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 be required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a notice to each Holder of Notes, with a copy to the Trustee (“Notice of Change of Control Offer”), which date will Notice of Change of Control Offer shall govern the terms of the Change of Control Offer. Such Notice of Change of Control Offer 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 delivered mailed or otherwise sent, other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding The Notice of Change of Control Offer, if mailed or otherwise 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 Holders 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 of the applicable series 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 of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, accepted together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) repurchased and that all conditions precedent contained in to the Indenture 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 if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(3e) The Notice of Change of Control Offer shall describe the transaction or transactions that constitute the Change of Control and state:
(i) that the Change of Control Offer is being made pursuant to this Section 3.06 and that all Notes tendered will be accepted for payment;
(ii) the Change of Control Payment Date;
(iii) that any Note not tendered will continue to accrue interest;
(iv) that, 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 after the Change of Control Payment Date;
(v) any conditions precedent to the consummation of the Change of Control Offer;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile, or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000.
(f) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(i) 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
(ii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment to the extent it has been made received for such Notes, and the Trustee, upon receipt of the Officer’s Certificate referred to in clause (iii) above, will promptly authenticate and mail or otherwise deliver (or cause to be transferred by book entry), at the Company’s expense, 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 at least $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.
(g) Notwithstanding anything to the contrary in this Section 3.06, the Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the Indenturerequirements set forth in this Section 3.06 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (ii) notice of redemption has been given pursuant to Section 5.03 hereof, unless and until there is a default in payment of the applicable redemption price. 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.
(h) The Company shall comply in all material respects with the requirements of Rule 14e-1 14e-l 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 EventControl. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.53.06, the Company shall will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 3.06 by virtue of any such conflict.
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:
(a) If a Change of Control Triggering Event occurs occurs, unless, with respect to the 2027 Notes, the Company has exercised its right to redeem the 2027 Notes in full as described in Section 3.01, or with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, has become redeemable as set forth described in Section 1.4A or 1.4B 3.02, Holders of this Supplemental Indenture, both series of Notes will have the right to require the Company shall have defeased such series to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of their Notes pursuant to the Notes or have satisfied and discharged such series of offer described below (the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company will be required to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price offer payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes repurchased to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice to Holders of Notes each applicable series of such series Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase such applicable series of 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 delivered mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. Notwithstanding The notice shall, if mailed prior to the foregoingdate of the 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 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 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 in the Indenture 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 must 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 this Section 1.5the Change of Control Triggering Event provisions of the Notes, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 3.03 or the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts.
(b) On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:
(i) accept for payment all Notes of each applicable series, or portions of such Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of each applicable series, or portions of such Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes of each applicable series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes, or portions of such Notes, being repurchased.
(c) The applicable Paying Agent will promptly mail to each Holder of Notes of each applicable series properly 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 such Holder a new Note of such series equal in principal amount to any unpurchased portion of any Notes of such conflictseries surrendered; provided that each new Note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make an offer to repurchase Notes of any series upon 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 such third party purchases all Notes of each such series properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase 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.
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:
(a) If a Change of Control Triggering Event occurs with respect to any either series of the Notes, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.4A 1.3 or 1.4B 1.4 of this Supplemental Indenture, 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 XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the 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 delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase 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 delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on either 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 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 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 in the Indenture 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 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 this Section 1.5, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.5 by virtue of any such conflict.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
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:
(a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, subject to any series of Section 4.09(f), each Holder shall have the Notes, unless right to require that the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, 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 XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of repurchases such Holder’s Notes of such series Securities at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), purchase plus accrued and unpaid interest, if any, on the 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 4.09(b).
(b) Within 30 days following any Change of Control Triggering Event, the Company shall mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) a notice shall be delivered to each Holder with a copy to the Holders Trustee (the “Change of Notes of such series describing the transaction or transactions 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 Notes Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date specified of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
(2) the circumstances and relevant facts regarding such Change of Control Triggering Event (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control);
(3) the notice, 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 (or otherwise delivered in accordance with the applicable procedures of the Depositary)); and
(4) the “instructions, as determined by the Company, consistent with this Section 4.09, that a Holder must follow in order to have its Securities purchased.
(c) Holders electing to have a Security purchased will be required to surrender the Security, 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 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 Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security purchased.
(d) On the purchase date, all Securities purchased by the Company under this Section 4.09 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 any other provision of this Indenture, a Change of Control Payment Date”). Notwithstanding Offer may be made in advance of a Change of Control Triggering Event, conditioned upon the foregoingoccurrence of such Change of Control Triggering Event, installments of interest whose Stated Maturity 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 Holders 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 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 making the Change of Control Offer;.
(iif) 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 The Company shall not be delivered to the Trustee the Notes properly accepted, together with an 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 in the Indenture 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. requirements set forth in this Indenture 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 or (y) a notice of redemption has been given with respect to all of the outstanding Securities pursuant to paragraph 6 of the Securities.
(g) The Company shall comply in all material respects be entitled to redeem the Securities at 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, following the consummation of a Change of Control, if at least 90% of the aggregate principal amount of the Securities outstanding prior to such consummation are purchased pursuant to a Change of Control Offer with respect to such Change of Control.
(h) The Company shall 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 EventSecurities pursuant to this Section 4.09. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.54.09, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.5 4.09 by virtue of any its compliance with such conflictsecurities laws or regulations.
Appears in 1 contract
Sources: Indenture (New Home Co Inc.)
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:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes(as defined below) occurs, unless the Company shall have redeemed such series has previously or concurrently (i) delivered a redemption notice with respect to all the outstanding Notes as described in Section 3.01 of the Supplemental Indenture or (ii) sent a redemption notice with respect to all the outstanding Notes in fullas described under “Redemption for Tax Reasons” below, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, Holders may require the Company shall have defeased such series to repurchase all or any part (equal to €100,000 or an integral multiple of the €1,000 in excess thereof) of their Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make pursuant to an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and but unpaid interest, if any, on the Notes to be repurchased up repurchased, 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 delivered except to the Holders extent the Company has exercised its right to redeem all the outstanding Notes as described under clause (i) or (ii) above, the Company will deliver a notice to each Holder of Notes the Notes, electronically or by first class mail at the address of such series Holder appearing in the security register or otherwise in accordance with the procedures of Euroclear and Clearstream, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such 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 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 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 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 in procedures required by the Indenture to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made described in compliance with the Indenturesuch notice. The Company shall must 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 laws, rules and regulations thereunder to the extent such laws those laws, rules 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 laws, rules or regulations conflict with this Section 1.5the Change of Control provisions of the Notes, the Company shall will comply with the applicable securities laws laws, rules and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such conflict.new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make the Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption (as described above) of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 3.01 of the Supplemental Indenture or under “Redemption for Tax Reasons” below, 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. 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. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note 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 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 then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
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:
(a) If a Change of Control Triggering Event occurs occurs, unless the Company has exercised its right to redeem the Notes in full as described in Section 3.01, or with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, has become redeemable as set forth described in Section 1.4A 3.02 or 1.4B 3.04, Holders of this Supplemental Indenture, each series of Notes will have the right to require the Company shall have defeased such series to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes pursuant to the Notes or have satisfied and discharged such series of offer described below (the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company will be required to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price offer payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes repurchased to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice to Holders of Notes each applicable series of such series Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase such applicable series of 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 delivered mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. Notwithstanding The notice shall, if mailed prior to the foregoingdate of the 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 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 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 in the Indenture 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 must 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 this Section 1.5the Change of Control Triggering Event provisions of the Notes, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 3.03 or the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts.
(b) On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:
(i) accept for payment all Notes of each applicable series, or portions of such Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of each applicable series, or portions of such Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes of each applicable series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes, or portions of such Notes, being repurchased.
(c) The Paying Agent will promptly mail to each Holder of Notes of each applicable series properly 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 such Holder a new Note of such series equal in principal amount to any unpurchased portion of any Notes of such conflictseries surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make an offer to repurchase Notes of any series upon 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 such third party purchases all Notes of each such series properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase 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.
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:
(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 has exercised its right to redeem the Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, 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 XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes be required to repurchase all or any and all part of such that Holder’s Notes (in minimum denominations of such series $2,000 and integral multiples of $1,000 in excess thereof) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or plus any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, interest on the Notes repurchased to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered Event with respect to the Holders Notes 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 mail a notice to each Holder of the Notes of such series describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase such 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 delivered mailed, unless otherwise required by law (the “Change of Control Payment Date”), pursuant to the procedures described in such notice. 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 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 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 in the Indenture 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 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 this Section 1.51401, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.5 1401 by virtue of any such conflict.conflict(s). On the Change of Control Payment Date the Company shall, to the extent lawful:
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:
(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 has exercised its option to redeem the Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental IndentureNotes, 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 XI of the Base Indenture, the Company shall be required to make an offer (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes then outstanding Notes, to repurchase all or any and all part (equal to €1,000 or an integral multiple thereof) of such that Holder’s Notes on the terms set forth herein and 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 series 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 the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof)repurchased, plus accrued and unpaid interest, if any, on the 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 shall be delivered at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail to Holders of Notes of such series the 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 such 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 delivered 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 Holders 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 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, accepted together with an Officer’s Officers’ Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, .
(2c) that all conditions precedent contained in the Indenture 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. , other than a default in the payment of the Change of Control Payment upon a Change of 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 this Section 1.5the Change of Control Offer provisions of the 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 1.5 the Change of Control Offer provisions of the Notes by virtue of any such conflict.
(e) The Trustee shall have no duty or obligation to determine whether a Change of Control Triggering Event or any component thereof has occurred or is continuing.
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:
(a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to any series of the NotesEvent, unless the Company shall have redeemed such series of Company, subject to Section 4.10(d), has exercised its right to redeem the Notes in fullaccordance with Section 3.12, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, each Holder will have the right to require the Company shall have defeased to purchase all or a portion ($1,000 or an integral multiple of $1,000 in excess thereof) of such series of Holder’s Notes pursuant to the Notes or have satisfied and discharged such series of offer described below (the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), thereof plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). , subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date; provided that the principal amount of a Note remaining outstanding after a repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
(b) Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes of such series describing the transaction or transactions that constitute date upon which the Change of Control Triggering Event and offering occurred, or at the Company’s option, prior to repurchase such any Change of Control but after the public announcement of the pending Change of Control, the Company shall deliver a notice to each Holder of Notes on that were not redeemed, with a copy to the date specified in the noticeTrustee, which date will notice shall govern the terms of the Change of Control Offer. Such notice will, among other things, state 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 delivered sent, other than as may be required by applicable law (the “Change of Control Payment Date”), describe the transaction or transactions constituting the Change of Control Triggering Event and offer to repurchase the Notes. 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 Holders 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 of the applicable series 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 of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes to be redeemed properly accepted, accepted together with an Officer’s Officers’ Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) repurchased and that all conditions precedent contained in to the Indenture 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 will not be required to make a Change of Control Offer have with respect to the Notes if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer otherwise required to be made by the Company and such third party purchases all such Notes properly tendered and not withdrawn under its offer or (ii) a notice of redemption has been complied given to the Holders of all of the Notes in accordance with the terms of the Indenture, unless and until there is a default in payment of the Redemption Price.
(3e) that A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place with respect to the Change of Control Offer has been made in compliance with at the Indenture. time of making of the Change of Control Offer.
(f) The Company shall will 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 this Section 1.54.10, the Company shall will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 4.10 by virtue of any such conflict.
Appears in 1 contract
Sources: Eleventh Supplemental Indenture (Westlake Chemical Corp)
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:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notesoccurs, unless the Company shall have redeemed such series has previously or concurrently exercised its right to redeem all of the Notes in full, as set forth provided in Section 1.4A or 1.4B 3.7, each Holder of this Supplemental Indenture, Notes will have the right to require the Company shall have defeased such series to repurchase all or any part (equal to U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof) of that Holder’s Notes pursuant to the Notes or have satisfied and discharged such series of offer described below (the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control Payment”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interestinterest thereon, if any, on the 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 an Interest Payment Date that is on or prior to the date of purchase). Within Except as provided in Section 4.10(g) below, within 30 days following any Change of Control Triggering Event, the Company will send a notice shall be delivered to the Holders of Notes of such series each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in such notice (the notice“Change of Control Payment Date”), which date will be no earlier than 15 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoingsent, 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 Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes procedures required by this 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 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 described 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 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 in the Indenture 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 Indenturenotice. The Company shall will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act Applicable Securities Legislation 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 this the provisions of Section 1.54.10, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 covenant by virtue of the Company’s compliance with such securities laws or regulations.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful: 78 US-DOCS\113440289.2 10018285.2
(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 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 the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.
(c) The Paying Agent will promptly send (or cause to be transferred through the facilities of the Depositary) to each Holder of Notes so tendered and not withdrawn the Change of Control Payment for such tendered Notes, with such payments to be made through the facilities of the Depositary for all Notes in global form, and the Trustee, upon receipt of a Company Order, will promptly authenticate and send (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, by such conflictHolder; provided that each such new Note will be in a principal amount of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof.
(d) If the Change of Control Payment Date is after the taking of a record of the Holders on a record date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered on such record date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(e) 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 provisions described above that require the Company to make a Change of Control Offer following a Change of Control Triggering Event will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if: (1) 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 validly tendered and not withdrawn under such Change of Control Offer, (2) a notice of redemption for all outstanding Notes has been given in accordance with this Indenture, unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation of any publicly announced Change of Control or Change of Control Triggering Event, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(h) A Change of Control Offer or Alternate Offer may be made in advance of a Change of Control or Change of Control Triggering Event, and conditioned upon the occurrence of a Change of Control or 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 or Alternate Offer. US-DOCS\113440289.2 10018285.2
(i) In the event that upon consummation of a Change of Control Offer or Alternate Offer, less than 10% of the aggregate principal amount of the Notes (including Additional Notes, if any) remain outstanding, the Company 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 or Alternate Offer described above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of purchase). Any redemption pursuant to this Section 4.10(i) shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.
(j) The Company’s obligation to make a Change of Control Offer pursuant to this Section 4.10 may be waived, modified or terminated with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to the occurrence of such Change of Control Triggering Event.
Appears in 1 contract
Sources: Indenture (Baytex Energy Corp.)
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:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes(as defined below) occurs, unless the Company shall have redeemed such series has previously or concurrently (i) delivered an unconditional (or conditional solely with respect to the consummation of the applicable Change of Control Triggering Event) redemption notice with respect to all the outstanding Notes in full, as set forth described in Section 1.4A 3.01 of the Supplemental Indenture or 1.4B of this Supplemental Indenture(ii) sent a redemption notice with respect to all the outstanding Notes as described under “Redemption for Tax Reasons” below, Holders may require the Company shall have defeased such series to repurchase all or any part (equal to €100,000 or an integral multiple of the €1,000 in excess thereof) of their Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make pursuant to an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and but unpaid interest, if any, on the Notes to be repurchased up repurchased, 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 delivered except to the Holders extent the Company has exercised its right to redeem all the outstanding Notes as described in Section 3.01 of Notes the Supplemental Indenture or under “Redemption for Tax Reasons” below, the Company will deliver a notice to each Holder of the Notes, electronically or by first class mail at the address of such series Holder appearing in the security register or otherwise in accordance with the procedures of Euroclear and Clearstream, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such 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 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 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 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 in procedures required by the Indenture to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made described in compliance with the Indenturesuch notice. The Company shall must 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 laws, rules and regulations thereunder to the extent such laws those laws, rules 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 laws, rules or regulations conflict with this Section 1.5the Change of Control provisions of the Notes, the Company shall will comply with the applicable securities laws laws, rules and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such conflict.new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make the Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption (as described above) of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 3.01 of the Supplemental Indenture or under “Redemption for Tax Reasons” below, 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. 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 (as defined below) at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note 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 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 then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 1 contract
Sources: Thirteenth Supplemental Indenture (Kraft Heinz Foods Co)
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:
(a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect (unless the Issuer has exercised its right to any series redeem all of the Notes, unless the Company shall have redeemed such series then outstanding Notes pursuant to Section 5 of the Notes in full, as set forth in Section 1.4A by sending (or 1.4B causing the Trustee to send) a notice of this Supplemental Indentureredemption), the Company Issuer shall have defeased such series of offer to purchase each Holder’s Notes pursuant to the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer described below (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), thereof plus accrued and unpaid interest, if any, on the 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 delivered to the Holders of Notes of such series describing the transaction or transactions that constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Issuer must (unless the Issuer has exercised its right to repurchase such 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 delivered 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 foregoing, installments Change of Control Offer shall cease to accrue interest whose Stated Maturity is on or prior to and after the Change of Control Payment Date (unless the Issuer 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 payable $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, with the form entitled “Option of Holder to Elect Purchase” on the applicable Interest Payment Date reverse of the Note duly completed, to the Holders of such Notes registered as such Person and at the close address specified in the notice (or, in the case of business on Global Notes, to surrender the applicable regular record date pursuant to the Notes and the Indenture.Note
(bc) On or before the Change of Control Payment DateDate for the Notes, the Company shallIssuer will, to the extent lawful:
: (i1) accept for payment all Notes or portions of Notes (in denominations of the applicable series properly $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 of the applicable series properly tenderedthereof so tendered and not withdrawn; and
(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 Officer’s Certificate stating (1) the aggregate principal amount of that such series of Notes or portions thereof were accepted for payment by the Issuer in accordance with the applicable provisions of this Indenture.
(d) The Issuer, the depositary, if any, appointed by the Issuer for such series Change of Notes being repurchasedControl Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (2) that all conditions precedent contained 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 Issuer for purchase. Further, the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, 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 understood that, notwithstanding anything in this Indenture to the contrary, no Officer’s 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 (including by book-entry transfer) by the Issuer 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 Issuer 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 Issuer 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 Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything in this Indenture to the 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.
(h) The Company shall Issuer 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 Section 1.5Indenture relating to a Change of Control Offer, the Company Issuer 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 1.5 Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Issuer’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
Sources: Indenture (Arbor Realty Trust Inc)
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:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes(as defined below) occurs, unless the Company shall have redeemed such series has previously or concurrently exercised its right to redeem the Notes upon the occurrence of specified events involving taxation as described in Section 1108 of the Base Indenture or the Company has previously or concurrently delivered an unconditional (or conditional solely with respect to the applicable Change of Control Triggering Event) redemption notice with respect to all of the outstanding Notes in full, as set forth described in Section 1.4A or 1.4B 3.01 of this the Supplemental Indenture, Holders may require the Company shall have defeased such series to repurchase all or any part (equal to €100,000 or an integral multiple of the €1,000 in excess thereof) of their Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make pursuant to an offer (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and but unpaid interest, if any, on the Notes to be repurchased up repurchased, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company will (i) deliver a notice shall be delivered to each Holder of the Holders of Notes Notes, electronically or by first class mail at the address of such series Holder appearing in the security register or otherwise in accordance with the procedures of Euroclear or Clearstream, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such 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 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 Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the procedures required by the Indenture and described in such notice and (ii) if at the time of such notice the Notes are listed on the Irish Stock Exchange, or any other securities exchange, and admitted for trading on the Indenture.
(b) On Global Exchange Market of the Change of Control Payment Date, the Company shallIrish Stock Exchange, to the extent lawful:
(i) accept for payment all Notes or portions of Notes the rules of the applicable series properly tendered pursuant to the Change Irish Stock Exchange or such other securities exchange so require, cause a notice 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 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 in the Indenture to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made to be published in compliance with a leading newspaper of general circulation in Ireland or, to the Indentureextent and in a manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange (▇▇▇.▇▇▇.▇▇) or through other methods permitted by such rules. The Company shall must 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 laws, rules 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 this Section 1.5the Change of Control provisions of the Notes, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee or its Authenticating Agent 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, 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. 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. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note 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 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 then outstanding. If at the time of any such conflict.Change of Control Triggering Event, the Notes are listed on the Irish Stock Exchange or any other securities exchange, to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will notify the Irish Stock Exchange or such other securities exchange, as applicable, that a Change of Control Triggering Event has occurred and any relevant details relating to such Change of Control Triggering Event. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
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 any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture1.4B, 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 XI of the Base Indenture, the Company shall make an offer (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the 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 delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such 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 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 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 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 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 in the Indenture 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. .
(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 this Section 1.5, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.5 by virtue of any such conflict.
Appears in 1 contract
Sources: Second Supplemental Indenture (Thermo Fisher Scientific Inc.)
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:
(a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to any series of the NotesEvent, unless the Company shall have redeemed such series of has exercised its right to redeem the Notes in full, as set forth in Offered Securities pursuant to Section 1.4A 1.1(6) hereof or 1.4B of this Supplemental Indenture, 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 XI 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 (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), thereof plus accrued and unpaid interest, if any, on the 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 delivered to govern the Holders terms of Notes the Change of such series describing 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 such Notes this Section 1.3(3) of this First Supplemental Indenture;
(B) that the 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 delivered 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 Holders 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 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 at the address specified in the notice prior to the Change of Control Payment in respect of all Notes Date;
(H) that Holders shall be entitled to withdraw their election if the Company, the Depositary or portions of Notes the paying agent, as the case may be, receives, not later than the expiration of the applicable series properly tenderedChange 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 part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred 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 Officer’s Certificate stating if any, listed in such notice or printed on the Offered Securities.
(1c) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) that all conditions precedent contained in the Indenture 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 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 provisions of this Section 1.51.3(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 1.5 1.3(3) by virtue of any such conflictthereof.
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:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes(as defined below) occurs, unless the Company shall have redeemed such series has previously or concurrently exercised its right to redeem the Notes upon the occurrence of specified events involving taxation as described in Section 1108 of the Base Indenture or the Company has previously or concurrently delivered an unconditional (or conditional solely with respect to the applicable Change of Control Triggering Event) redemption notice with respect to all of the outstanding Notes in full, as set forth described in Section 1.4A or 1.4B 3.01 of this the Supplemental Indenture, Holders may require the Company shall have defeased such series to repurchase all or any part (equal to £100,000 or an integral multiple of the £1,000 in excess thereof) of their Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make pursuant to an offer (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and but unpaid interest, if any, on the Notes to be repurchased up repurchased, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company will (i) deliver a notice shall be delivered to each Holder of the Holders of Notes Notes, electronically or by first class mail at the address of such series Holder appearing in the security register or otherwise in accordance with the procedures of Euroclear or Clearstream, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such 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 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 Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the procedures required by the Indenture and described in such notice and (ii) if at the time of such notice the Notes are listed on the Irish Stock Exchange, or any other securities exchange, and admitted for trading on the Indenture.
(b) On Global Exchange Market of the Change of Control Payment Date, the Company shallIrish Stock Exchange, to the extent lawful:
(i) accept for payment all Notes or portions of Notes the rules of the applicable series properly tendered pursuant to the Change Irish Stock Exchange or such other securities exchange so require, cause a notice 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 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 in the Indenture to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made to be published in compliance with a leading newspaper of general circulation in Ireland or, to the Indentureextent and in a manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange (▇▇▇.▇▇▇.▇▇) or through other methods permitted by such rules. The Company shall must 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 laws, rules 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 this Section 1.5the Change of Control provisions of the Notes, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee or its Authenticating Agent 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of £100,000 or an integral multiple of £1,000 in excess thereof. The Company will not be required to make Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, 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. 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. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note 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 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 then outstanding. If at the time of any such conflict.Change of Control Triggering Event, the Notes are listed on the Irish Stock Exchange or any other securities exchange, to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will notify the Irish Stock Exchange or such other securities exchange, as applicable, that a Change of Control Triggering Event has occurred and any relevant details relating to such Change of Control Triggering Event. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
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:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes(as defined below) occurs, unless the Company shall have redeemed such series has previously or concurrently delivered an unconditional (or conditional solely with respect to the consummation of the applicable Change of Control Triggering Event) redemption notice with respect to all the outstanding Notes in full, as set forth described in Section 1.4A or 1.4B 3.01 of this the Supplemental Indenture, Holders may require the Company shall have defeased such series to repurchase all or any part (equal to $2,000 or an integral multiple of the $1,000 in excess thereof) of their Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make pursuant to an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and but unpaid interest, if any, on the Notes to be repurchased up repurchased, 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 delivered except to the Holders extent the Company has exercised its right to redeem all the outstanding Notes as described in Section 3.01 of Notes the Supplemental Indenture, the Company will deliver a notice to each Holder of the Notes, electronically or by first class mail at the address of such series Holder appearing in the security register or otherwise in accordance with the procedures of the Depositary, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such 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 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 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 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 in procedures required by the Indenture to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made described in compliance with the Indenturesuch notice. The Company shall must 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 laws, rules and regulations thereunder to the extent such laws those laws, rules 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 laws, rules or regulations conflict with this Section 1.5the Change of Control provisions of the Notes, the Company shall will comply with the applicable securities laws laws, rules and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such conflict.new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption (as described above) of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 3.01 of the Supplemental Indenture, 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. 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 (as defined below) at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note 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 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 then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 1 contract
Sources: Twelfth Supplemental Indenture (Kraft Heinz Foods Co)
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:
(a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to any series of the NotesEvent, unless the Company shall have redeemed such series has exercised its right to redeem the Notes pursuant to Section 5.07 by giving irrevocable written notice to the Trustee in accordance with the Indenture, each Holder of the Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, shall have the right to require the Company shall have defeased to purchase all or a portion of such series of Holder’s Notes pursuant to the Notes or have satisfied and discharged such series of offer described in this Section 3.06 (the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series ), at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), thereof plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). Within , 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 any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes of such series describing the transaction or transactions that constitute date upon which the Change of Control Triggering Event and offering occurred with respect to repurchase such the Notes on 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 be required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a notice to each Holder of Notes, with a copy to the Trustee (“Notice of Change of Control Offer”), which date will Notice of Change of Control Offer shall govern the terms of the Change of Control Offer. Such Notice of Change of Control Offer 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 delivered mailed or otherwise sent, other than as may be required by law (the “Change of Control Payment Date”). Notwithstanding The Notice of Change of Control Offer, if mailed or otherwise 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 Holders 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 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 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 in the Indenture 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 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 this Section 1.5, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.5 by virtue of any such conflict.
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:
(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 Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, 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 XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the 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 delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase 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 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 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 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 in the Indenture 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 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 this Section 1.5, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.5 by virtue of any such conflict.
Appears in 1 contract
Sources: Third Supplemental Indenture (Thermo Fisher Scientific Inc.)
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:
(a) If a Change of Control Triggering Event occurs occurs, unless the Company has exercised its right to redeem the Notes in full as described in Section 3.01, or with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, has become redeemable as set forth described in Section 1.4A or 1.4B 3.03, Holders of this Supplemental Indenture, each series of Notes will have the right to require the Company shall have defeased such series to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of their Notes pursuant to the Notes or have satisfied and discharged such series of offer described below (the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company will be required to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price offer payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes repurchased to be repurchased up to, but excluding, the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice to Holders of Notes each applicable series of such series Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase such applicable series of 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 delivered mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. Notwithstanding The notice shall, if mailed prior to the foregoingdate of the 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 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 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 in the Indenture 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 must 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 this Section 1.5the Change of Control Triggering Event provisions of the Notes, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 3.02 or the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts.
(b) On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:
(i) accept for payment all Notes of each applicable series, or portions of such Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of each applicable series, or portions of such Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes of each applicable series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes, or portions of such Notes, being repurchased.
(c) The applicable Paying Agent will promptly mail to each Holder of Notes of each applicable series properly 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 such Holder a new Note of such series equal in principal amount to any unpurchased portion of any Notes of such conflictseries surrendered; provided that each new Note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make an offer to repurchase Notes of any series upon 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 such third party purchases all Notes of each such series properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase 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.
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:
(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 has exercised its option to redeem the Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental IndentureNotes, 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 XI of the Base Indenture, the Company shall be required to make an offer (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes then outstanding Notes, to repurchase all or any and all part (equal to €1,000 or an integral multiple thereof) of such that Holder’s Notes on the terms set forth herein and 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 series 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 the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof)repurchased, plus accrued and unpaid interest, if any, on the 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 EventEvent or, notice shall be delivered at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or otherwise mail to Holders of Notes of such series the 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 such 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 delivered sent (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 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 Holders 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 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, accepted together with an Officer’s Officers’ Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, .
(2c) that all conditions precedent contained in the Indenture 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. , other than a default in the payment of the Change of Control Payment upon a Change of 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 this Section 1.5the Change of Control Offer provisions of the 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 1.5 the Change of Control Offer provisions of the Notes by virtue of any such conflict.
(e) The Trustee shall have no duty or obligation to determine whether a Change of Control Triggering Event or any component thereof has occurred or is continuing.
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:
(a) If a Change of Control Triggering Event occurs with respect to any series the Senior Notes, unless, prior to the time the Issuer is required to make a Change of Control Offer, the Issuer has previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all of the Notes, unless the Company shall have redeemed such series of the outstanding Senior Notes in full, as set forth in pursuant to Section 1.4A 3.07 or 1.4B of this Supplemental IndentureSection 11.01, 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 XI of the Base Indenture, the Company Issuer shall make an offer to purchase all of the Senior Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), thereof plus accrued and unpaid interest, if any, on the 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 delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering Offer by first-class mail, with a copy to repurchase the Trustee, to each Holder of the Senior Notes to the address of such Notes on the date specified 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 Senior 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 date will be no earlier than 15 days and no 20 Business Days nor later than 60 days from the date such notice is delivered 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 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 Senior 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 Senior 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 Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Senior Notes completed, to the Holders 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 Senior Notes and their election to require the Issuer to purchase such Senior Notes; provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, facsimile or other electronic transmission or letter setting forth the name of the Holder of the Senior Notes, the principal amount of Senior Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Senior Notes and its election to have the Senior Notes purchased;
(7) that if the Issuer is redeeming less than all of the Senior Notes, the Holders of the remaining Senior Notes will be issued new Senior Notes and such new Senior Notes will be equal in principal amount to the unpurchased portion of the Senior Notes and surrendered (the Indenture.unpurchased portion of the Senior 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 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 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 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 of the applicable series properly tenderedits discretion; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (19) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchasedother instructions, (2) as determined by the Issuer, consistent with this Section 4.14, that all conditions precedent contained in the Indenture 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 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 Senior 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 Section 1.54.14, 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 1.5 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 Senior 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 Senior Notes or portions thereof so tendered, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Senior Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Senior 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 Senior 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 Senior 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 Senior Notes validly tender and do not withdraw such Senior 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 Senior 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 Senior 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 Senior 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 Senior 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:108
(a) If a Change of Control Triggering Event occurs with respect to any series the Senior Notes, unless, prior to the time the Issuers are required to make a Change of Control Offer, the Issuers have previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all of the Notes, unless the Company shall have redeemed such series of the outstanding Senior Notes in full, as set forth in pursuant to Section 1.4A 3.07 or 1.4B of this Supplemental IndentureSection 11.01, 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 XI of the Base Indenture, the Company Issuers shall make an offer to purchase all of the Senior Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), thereof plus accrued and unpaid interest, if any, on the 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 delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the 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 Senior Notes to the address of such Notes on the date specified 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 Senior 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 delivered 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 Senior 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 Senior 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 Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender the Senior Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Senior Notes completed, to the Holders 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 Senior Notes and their election to require the Issuers to purchase the Senior 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 Senior Notes, the principal amount of Senior Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Senior Notes and its election to have the Senior Notes purchased;
(7) that if the Issuers are redeeming less than all of the Senior Notes, the Holders of the remaining Senior Notes will be issued new Senior Notes and such new Senior Notes will be equal in principal amount to the unpurchased portion of the Senior Notes and surrendered (the Indenture.unpurchased portion of the Senior 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 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 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 of the applicable series properly tenderedtheir discretion; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (19) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchasedother instructions, (2) as determined by the Issuers, consistent with this Section 4.14, that all conditions precedent contained in the Indenture 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 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 Senior 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 Section 1.54.14, 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 1.5 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 Senior 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 Senior Notes or portions thereof so tendered, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Senior Notes so accepted together with an Officer’s Certificate to the Trustee stating that the Senior 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 Senior 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 Senior 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 Senior Notes validly tender and do not withdraw the Senior 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 Senior 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 Senior 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 Senior 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 Senior Notes.
Appears in 1 contract
Change of Control Triggering Event. The following additional covenants shall apply (a) Upon the occurrence of a Change of Control Triggering Event with respect to a series of Notes, unless the Company has exercised its right to redeem the Notes so long as any of such series pursuant to Section 5.01 or 5.03 of this Fifth Supplemental Indenture, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes of such series shall have the right to require the Company to purchase all or a portion of such Holder’s Notes of such series pursuant to the offer described in this Section 3.01 (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but not including the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes remain Outstanding:of such series on the relevant record date to receive interest due on the relevant interest payment date.
(ab) If Unless the Company has exercised its right to redeem the Notes of a series, within 30 days following the date upon which the Change of Control Triggering Event occurs with respect to the Notes of such series, or at the Company’s option, prior to any series Change of Control but after the public announcement of the Notes, unless the Company shall have redeemed such series pending Change of the Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental IndentureControl, the Company shall have defeased be required to send, by first class mail, a notice to each Holder of Notes of such series series, with a copy to the Trustee, which notice shall describe the terms of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the 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, Such notice shall be delivered to the Holders of Notes of such series describing state, among other things, the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering an offer to repurchase the Notes of such Notes on series and the date specified in the noticepurchase date, which date will must be no earlier than 15 30 days and no later than 60 days from the date such notice is delivered 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 Triggering Event occurring on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders 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 of the applicable series 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 of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, accepted together with an Officer’s Officers’ Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) repurchased and that all conditions precedent contained in to the Indenture 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. requirements for such an offer made by the Company and such third party purchases all the 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 provisions of this Section 1.53.01, 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 1.5 3.01 by virtue of any such conflictconflicts.
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:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes(as defined below) occurs, unless the Company shall have redeemed such series has previously or concurrently exercised its right to redeem the Notes upon the occurrence of specified events involving taxation as described in Section 1108 of the Base Indenture or the Company has previously or concurrently delivered an unconditional (or conditional solely with respect to the applicable Change of Control Triggering Event) redemption notice with respect to all of the outstanding Notes in full, as set forth described in Section 1.4A or 1.4B 3.01 of this the Supplemental Indenture, Holders may require the Company shall have defeased such series to repurchase all or any part (equal to €100,000 or an integral multiple of the €1,000 in excess thereof) of their Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make pursuant to an offer (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and but unpaid interest, if any, on the Notes to be repurchased up repurchased, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company will (i) deliver a notice shall be delivered to each Holder of the Holders of Notes Notes, electronically or by first class mail at the address of such series Holder appearing in the security register or otherwise in accordance with the procedures of Euroclear or Clearstream, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such 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 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 Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the procedures required by the Indenture and described in such notice and (ii) if at the time of such notice the Notes are listed on the Irish Stock Exchange, or any other securities exchange, and admitted for trading on the Indenture.
(b) On Global Exchange Market of the Change of Control Payment Date, the Company shallIrish Stock Exchange, to the extent lawful:
(i) accept for payment all Notes or portions of Notes the rules of the applicable series properly tendered pursuant to the Change Irish Stock Exchange or such other securities exchange so require, cause a notice 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 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 in the Indenture to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made to be published in compliance with a leading newspaper of general circulation in Ireland or, to the Indentureextent and in a manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange (▇▇▇.▇▇▇.▇▇) or through other methods permitted by such rules. The Company shall must 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 laws, rules 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 this Section 1.5the Change of Control provisions of the Notes, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee or its Authenticating Agent 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, 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. 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. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note 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 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 then outstanding. If at the time of any such conflict.Change of Control Triggering Event, the Notes are listed on the Irish Stock Exchange or any other securities exchange, to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will notify the Irish Stock Exchange or such other securities exchange, as applicable, that a Change of Control Triggering Event has occurred and any relevant details relating to such Change of Control Triggering Event. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
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:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes(as defined below) occurs, unless the Company shall have redeemed such series has previously or concurrently delivered (i) a redemption notice with respect to all the outstanding Notes as described in Section 3.01 of the Supplemental Indenture or (ii) a redemption notice with respect to all the outstanding Notes in fullas described under “Redemption for Tax Reasons” below, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, Holders may require the Company shall have defeased such series to repurchase all or any part (equal to €100,000 or an integral multiple of the €1,000 in excess thereof) of their Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make pursuant to an offer (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and but unpaid interest, if any, on the Notes to be repurchased up repurchased, 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 delivered except to the Holders extent the Company has exercised its right to redeem all the outstanding Notes as described under clause (i) or (ii) above, the Company will deliver a notice to each Holder of Notes the Notes, electronically or by first class mail at the address of such series Holder appearing in the security register or otherwise in accordance with the procedures of Euroclear and Clearstream, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such 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 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 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 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 in procedures required by the Indenture to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made described in compliance with the Indenturesuch notice. The Company shall must 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 laws, rules and regulations thereunder to the extent such laws those laws, rules 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 laws, rules or regulations conflict with this Section 1.5the Change of Control provisions of the Notes, the Company shall will comply with the applicable securities laws laws, rules and regulations and shall will not be deemed to have breached its obligations under this Section 1.5 the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such conflict.new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption (as described above) of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 3.01 of the Supplemental Indenture or under “Redemption for Tax Reasons” below, 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. 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. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note 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 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 then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
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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:
(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 has exercised its option to redeem the Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental IndentureNotes, 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 XI of the Base Indenture, the Company shall be required to make an offer (a the “Change of Control Offer”) to each Holder of the applicable series of the Notes then outstanding Notes, to repurchase all or any and all part (equal to €1,000 or an integral multiple thereof) of such that Holder’s Notes on the terms set forth herein and 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 series 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 the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof)repurchased, plus accrued and unpaid interest, if any, on the 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 shall be delivered at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail to Holders of Notes of such series the 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 such 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 delivered 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 Holders 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 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, accepted together with an Officer’s Officers’ Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, .
(2c) that all conditions precedent contained in the Indenture 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. , other than a default in the payment of the Change of Control Payment upon a Change of 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 this Section 1.5the Change of Control Offer provisions of the 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 1.5 the Change of Control Offer provisions of the Notes by virtue of any such conflict.
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