Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cash, all of such Holder's Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE") that is a Business Day no later than 20 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest and Additional Interest, if any, to the holder of the repurchased Note and not the Holder on the Record Date. (b) On or before the 30th day after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1; (iii) the Fundamental Change Purchase Date; (iv) the Fundamental Change Purchase Price; (v) the name and address of the Paying Agent and Conversion Agent; (vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes; (vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Change; (viii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ix) that the Notes must be surrendered to the Paying Agent to collect payment; (x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix); (xi) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights; (xii) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal; (xiii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest and Additional Interest, if any) on Notes surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and (xiv) the CUSIP number(s) of the Notes. At the Company's request, the Trustee shall give the notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue a Public Notice containing all information in such written notice. (c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, shall be in substantially the form included on the reverse side of the Notes entitled "Option of Holder to Elect Purchase" and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Notes, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE Notice") to the Paying Agent at any time on or before the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) if Certificated Notes have been issued, the certificate number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (ii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note shall be purchased by the Company pursuant to the terms and conditions specified in the Notes and this Indenture. Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note.
Appears in 1 contract
Sources: Indenture (Greenbrier Companies Inc)
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 5.1, to require the Company to purchasepurchase (the "FUNDAMENTAL CHANGE PUT"), and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE") that is a Business Day no later than 20 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law)Purchase Date. The Company shall be required to purchase such Notes at a purchase price in cash equal to 100110% of the principal amount upon the exercise of the Fundamental Change Put in connection with a Fundamental Change occurring prior to December 31, 2006 and 100% of such principal amount thereafter, in each case plus any accrued and unpaid interest (including Contingent Interest interest, Additional Amounts and Additional Interest, if any) , to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest Additional Amounts and Additional Interest, if any, to the holder Holder of the repurchased Note and not the Holder on the Regular Record Date.
(b) On or before the 30th day Within 10 Business Days after the occurrence of Company knows or reasonably should know that a Fundamental ChangeChange has or will occur (provided, however, in no event prior to such time as the Company has publicly announced that such Fundamental Change may occur), the Company shall mail a written notice of the Fundamental Change (the "FUNDAMENTAL CHANGE NOTICE") by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice Fundamental Change Notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:: 34
(i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Changeadjustments thereto;
(viiivii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this IndentureIndenture or if there shall be a Default in the payment of the Fundamental Change Purchase Price;
(ixviii) that the Notes must be surrendered to the Paying Agent to collect payment;
(xix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix5.1(b)(viii);
(xix) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights;
(xi) the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities;
(xii) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
; (xiii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest interest, Additional Amounts and Additional Interest, if any) , on Notes surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xiv) the CUSIP number(s) of the Notes. At the Company's request, the Trustee shall give the notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue a Public Notice containing all information in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, shall be in substantially the form included on the reverse side of the Notes entitled "Option of Holder to Elect Purchase" and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Notes, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE Notice") to the Paying Agent at any time on or before the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) if Certificated Notes have been issued, the certificate number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (ii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note shall be purchased by the Company pursuant to the terms and conditions specified in the Notes and this Indenture. Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note.
Appears in 1 contract
Sources: Indenture (Willbros Group Inc)
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder's ’s option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's Notes’s Securities, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE"“Fundamental Change Purchase Date”) that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes Securities at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"“Fundamental Change Purchase Price”). In the event that a Fundamental Change Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest interest and Additional Interest, if any, to the holder of the repurchased Note Security and not the Holder on the Record Date.
(b) On or before the 30th day No later than 30 days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the NotesSecurities, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the NotesSecurities;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Change;
(viii) that the Notes Securities as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ix) that the Notes Securities must be surrendered to the Paying Agent to collect payment;
(x) that the Fundamental Change Purchase Price for any Note Security as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix);
(xi) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights;
(xii) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
(xiii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest and Additional Interest, if any) on Notes Securities surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xiv) the CUSIP number(s) of the NotesSecurities. At the Company's ’s request, the Trustee shall give the notice of purchase right in the Company's ’s name and at the Company's ’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes Securities is in the form of a Global NoteSecurity, then the Company shall modify such notice to the extent necessary to accord with the Applicable Proceduresprocedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue a Public Notice press release containing all information specified in such written noticenotice through Dow ▇▇▇▇▇ & Company, Inc., Business Wire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) and publish such information on its corporate website or through another public medium as it may use at that time.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated NotesSecurities, shall be in substantially the form included on the reverse side of the Notes Securities entitled "“Option of Holder to Elect Purchase" ” and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global NotesSecurities, may be delivered electronically or by other means in accordance with the Depositary's ’s customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE “Fundamental Change Purchase Notice"”) to the Paying Agent at any time on or before the 20th Business Day after the date of the Company’s notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) if Certificated Notes Securities have been issued, the certificate number or numbers of the Note Security or Notes Securities which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (ii) the portion of the principal amount of the Note Security which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note Security shall be purchased by the Company pursuant to the terms and conditions specified in the Notes Securities and this Indenture. Delivery of a Note Security (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note Security if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note Security also apply to the purchase of such portion of such NoteSecurity.
Appears in 1 contract
Sources: Indenture (DRS Technologies Inc)
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturityoccur, each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 5.11401 hereof, to require the Company to purchaserepurchase, and upon the exercise of such right, the Company shall purchase for cashrepurchase, all of such Holder's NotesSecurities, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.11401, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATEFundamental Change Repurchase Date") that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b1401(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes Securities at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Additional Interest and Additional Interest, Amounts) if any) , to, but excluding, the Fundamental Change Purchase Repurchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICEFundamental Change Repurchase Price"). In the event ; provided, however, that a Fundamental Change Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent installments of interest (including Additional Interest and Additional Interest, if any, Amounts) on Securities whose Maturity is prior to or on the Fundamental Change Repurchase Date shall be payable to the holder Holders of the repurchased Note and not the Holder such Securities, registered as such on the relevant Regular Record Date.
(b) On or before the 30th 20/th/ day after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder all Holders at its address their addresses shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a the form of a Fundamental Change Purchase Repurchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i1) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii2) the date by which the Fundamental Change Purchase Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.11401 must be given;
(iii3) the Fundamental Change Purchase Repurchase Date;
(iv4) the Fundamental Change Purchase Repurchase Price;
(v5) the name and address of the each Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes;
(vii6) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Changeadjustments thereto;
(viii7) that the Notes Securities as to which a Fundamental Change Purchase Repurchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII FOUR of this Indenture only if to the extent that the Fundamental Change Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ix) that the Notes must be surrendered to the Paying Agent to collect payment;
(x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix);
(xi) 8) the procedures that the Holder must follow to exercise rights under this Section 5.1 1401 and a brief description of such rights;
(xii9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any;
(10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities;
(11) the procedures for withdrawing a Fundamental Change Purchase Repurchase Notice, including a form of notice of withdrawal;
(xiii12) that, unless the Company defaults in making payment of such Fundamental Change Purchase Repurchase Price, interest (including Contingent Additional Interest and Additional InterestAmounts), if any) , on Notes Securities surrendered for purchase by the Company shall will cease to accrue on and after the Fundamental Change Purchase Repurchase Date; and
(xiv13) the CUSIP number(s) number of the NotesSecurities. At the Company's request, the Trustee or the Paying Agent shall give the such notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); providedall cases, further, that the text of the such notice of purchase right shall be prepared by the Company. If any of the Notes Securities is in the form of a Global NoteSecurity, then the Company shall modify such notice to the extent necessary to accord with the Applicable Proceduresprocedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 5.1(b)providing such notice, the Company shall issue will publish a Public Notice notice containing all this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such written noticeother public medium as the Company may use at that time.
(c) A Holder may exercise its rights specified in clause subsection (a) of this Section 5.1 1401 upon delivery of a written notice (which, in the case of Certificated Notes, which shall be in substantially the form included on the reverse side of the Notes Securities entitled "Option of Holder to Elect Purchase" hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global NotesSecurities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE Fundamental Change Repurchase Notice") to the any Paying Agent at any time on or before the 30/th/ Business Day after the date of the Company's notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Repurchase Notice delivered by a Holder shall state (i) if Certificated Notes have been issuedcertificated Securities, the certificate number or numbers of the Note Security or Notes Securities which the Holder shall will deliver to be purchased (if not certificated, the notice must comply with Applicable Proceduresappropriate Depositary procedures), (ii) the portion of the principal amount of the Note Security which the Holder shall will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note Security shall be purchased by the Company pursuant to the terms and conditions specified in the Notes Securities and this Indenture. Delivery of a Note (together with all necessary endorsements) Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Repurchase Price therefor; provided, however, that such Fundamental Change Purchase Repurchase Price shall be so paid pursuant to this Section 5.1 1401 only if the Note Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.11401, a portion of a Note Security if the principal amount of such portion is $1,000 or an integral multiple thereofof $1,000. Provisions of the Indenture that apply to the purchase of all of a Note Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such NoteSecurity. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
Appears in 1 contract
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturityoccur, each Holder shall have the right, at the Holder's ’s option, but subject to the provisions of this Section 5.11401 hereof, to require the Company to purchaserepurchase, and upon the exercise of such right, the Company shall purchase for cashrepurchase, all of such Holder's Notes’s Securities, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.11401, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE"“Fundamental Change Repurchase Date”) that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b1401(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes Securities at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Additional Interest and Additional Interest, Amounts) if any) , to, but excluding, the Fundamental Change Purchase Repurchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a “Fundamental Change Purchase Date is a date Repurchase Price”); provided, however, that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent installments of interest (including Additional Interest and Additional Interest, if any, Amounts) on Securities whose Maturity is prior to or on the Fundamental Change Repurchase Date shall be payable to the holder Holders of the repurchased Note and not the Holder such Securities, registered as such on the relevant Regular Record Date.
(b) On or before the 30th 20th day after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder all Holders at its address their addresses shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a the form of a Fundamental Change Purchase Repurchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i1) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii2) the date by which the Fundamental Change Purchase Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.11401 must be given;
(iii3) the Fundamental Change Purchase Repurchase Date;
(iv4) the Fundamental Change Purchase Repurchase Price;
(v5) the name and address of the each Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes;
(vii6) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Changeadjustments thereto;
(viii7) that the Notes Securities as to which a Fundamental Change Purchase Repurchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII FOUR of this Indenture only if to the extent that the Fundamental Change Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ix) that the Notes must be surrendered to the Paying Agent to collect payment;
(x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix);
(xi) 8) the procedures that the Holder must follow to exercise rights under this Section 5.1 1401 and a brief description of such rights;
(xii9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any;
(10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities;
(11) the procedures for withdrawing a Fundamental Change Purchase Repurchase Notice, including a form of notice of withdrawal;
(xiii12) that, unless the Company defaults in making payment of such Fundamental Change Purchase Repurchase Price, interest (including Contingent Additional Interest and Additional InterestAmounts), if any) , on Notes Securities surrendered for purchase by the Company shall will cease to accrue on and after the Fundamental Change Purchase Repurchase Date; and
(xiv13) the CUSIP number(s) number of the NotesSecurities. At the Company's ’s request, the Trustee or the Paying Agent shall give the such notice of purchase right in the Company's ’s name and at the Company's ’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); providedall cases, further, that the text of the such notice of purchase right shall be prepared by the Company. If any of the Notes Securities is in the form of a Global NoteSecurity, then the Company shall modify such notice to the extent necessary to accord with the Applicable Proceduresprocedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 5.1(b)providing such notice, the Company shall issue will publish a Public Notice notice containing all this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such written noticeother public medium as the Company may use at that time.
(c) A Holder may exercise its rights specified in clause subsection (a) of this Section 5.1 1401 upon delivery of a written notice (which, in the case of Certificated Notes, which shall be in substantially the form included on the reverse side of the Notes Securities entitled "“Option of Holder to Elect Purchase" ” hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global NotesSecurities, may be delivered electronically or by other means in accordance with the Depositary's ’s customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE “Fundamental Change Repurchase Notice"”) to the any Paying Agent at any time on or before the 30th Business Day after the date of the Company’s notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Repurchase Notice delivered by a Holder shall state (i) if Certificated Notes have been issuedcertificated Securities, the certificate number or numbers of the Note Security or Notes Securities which the Holder shall will deliver to be purchased (if not certificated, the notice must comply with Applicable Proceduresappropriate Depositary procedures), (ii) the portion of the principal amount of the Note Security which the Holder shall will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note Security shall be purchased by the Company pursuant to the terms and conditions specified in the Notes Securities and this Indenture. Delivery of a Note (together with all necessary endorsements) Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Repurchase Price therefor; provided, however, that such Fundamental Change Purchase Repurchase Price shall be so paid pursuant to this Section 5.1 1401 only if the Note Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.11401, a portion of a Note Security if the principal amount of such portion is $1,000 or an integral multiple thereofof $1,000. Provisions of the Indenture that apply to the purchase of all of a Note Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such NoteSecurity. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
Appears in 1 contract
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder's ’s option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's Notes’s Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE"“Fundamental Change Purchase Date”) that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) , to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"“Fundamental Change Purchase Price”). In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest interest and Additional Interest, if any, to the holder of the repurchased Note and not the Holder on the Regular Record Date.
(b) On or before the 30th day No later than 20 calendar days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this the Indenture in order to convert the Notes;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Changeadjustments thereto;
(viii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ix) that the Notes must be surrendered to the Paying Agent to collect payment;
(x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix5.1(b)(viii);
(xi) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights;
(xii) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
(xiii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest and Additional Interest, if any) , on Notes surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xiv) the CUSIP number(s) of the Notes. At the Company's ’s request, the Trustee shall give the notice of purchase right in the Company's ’s name and at the Company's ’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes is in the form of a Global NoteSecurity, then the Company shall modify such notice to the extent necessary to accord with the Applicable Proceduresprocedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue make a Public Notice containing all information specified in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, which shall be in substantially the form included on the reverse side of the Notes entitled "“Option of Holder to Elect Purchase" ” hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global NotesSecurities, may be delivered electronically or by other means in accordance with the Depositary's ’s customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE “Fundamental Change Purchase Notice"”) to the Paying Agent at any time on or before the 20th Business Day after the date of the Company’s notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) the Fundamental Change Purchase Date, (ii) if Certificated Notes have been issuedcertificated Securities, the certificate serial number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (iiiii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iiiiv) that such Note shall be purchased by the Company pursuant to the terms and conditions specified in the Notes Securities and this Indenture. Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Purchase Notice may be delivered or withdrawn and such Notes may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
(d) Notwithstanding the foregoing provisions of this Section 5.1, the Company shall not be required to issue a Fundamental Change Purchase Notice upon a Fundamental Change (i) if a third party issues a Fundamental Change Purchase Notice in the manner, at the times and otherwise in compliance with the requirements set forth in Section 5.1(b) applicable to a Fundamental Change Purchase Notice made by the Company and otherwise complies with the provisions of this Article V as if it were the Company and purchases, and pays for, all Notes validly tendered and not withdrawn pursuant to such Fundamental Change Purchase Notice and (ii) provided that if such third party fails to comply with any of the provisions of this Article V, the Company shall as promptly as reasonably practicable deliver the Fundamental Change Purchase Notice in accordance with, and otherwise comply with, all provisions of this Article V.
Appears in 1 contract
Sources: Indenture (CTS Corp)
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's NotesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE") that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest and interest (including Additional Interest, if any, ) to the holder of the repurchased Note and not the Holder on the Regular Record Date.
(b) On or before the 30th day No later than 10 Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture Article XII in order to convert the Notes;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Changeadjustments thereto;
(viii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ix) that the Notes must be surrendered to the Paying Agent to collect payment;
(x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix);
(xi) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights;
(xii) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
(xiii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest and Additional Interest, if any) on Notes surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xiv) the CUSIP number(s) of the Notes. At the Company's request, the Trustee shall give the notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes is in the form of a Global NoteSecurity, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue make a Public Notice containing all information specified in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, which shall be in substantially the form included on the reverse side of the Notes entitled "Option of Holder to Elect Purchase" hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global NotesSecurities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE NoticeNOTICE") to the Paying Agent at any time on or before the 20th Business Day after the date of the Company's notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) the Fundamental Change Purchase Date, (ii) if Certificated Notes have been issuedSecurities, the certificate number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (iiiii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iiiiv) that such Note shall be purchased by the Company pursuant to the terms and conditions specified in the Notes and this Indenture. Article V. Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note.
Appears in 1 contract
Sources: Indenture (Cray Inc)
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturityoccur, each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's NotesSecurities not theretofore called for redemption or purchased pursuant to Article V, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE") that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law) (the "FUNDAMENTAL CHANGE PURCHASE DATE"). The Company shall be required to purchase such Notes Securities at a purchase price in cash equal to 100% of the principal amount thereof plus any accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest and Additional Interest, if any, interest to the holder of the repurchased Note purchased Security and not the Holder on the Regular Record Date.
(b) On or before the 30th day No later than 20 calendar days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the NotesSecurities, if any, the Conversion Rate and any adjustments thereto, and that the Holder must satisfy the requirements set forth in this the Indenture in order to convert the NotesSecurities;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Change;
(viii) that the Notes Securities as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE XII Article XIII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ixviii) that the Notes Securities must be surrendered to the Paying Agent to collect payment;
(xix) that the Fundamental Change Purchase Price for any Note Security as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note Security as described in Section 5.1(b)(ix5.1(b)(viii);
(xix) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights;
(xiixi) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
(xiiixii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest and Additional Interest, if any) on Notes Securities surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xivxiii) the CUSIP number(s) of the NotesSecurities. At the Company's request, the Trustee shall give the notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes Securities is in the form of a Global NoteSecurity, then the Company shall modify such notice to the extent necessary to accord with the Applicable Proceduresprocedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue publish a Public Notice notice containing all information specified in such written noticenotice in a newspaper of general circulation in New York, New York or publish such information on the Company's website, or through such other public medium as the Company may use at that time.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, which shall be in substantially the form included on the reverse side of the Notes Securities entitled "Option of Holder to Elect Purchase" hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global NotesSecurities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE NoticeNOTICE") to the Paying Agent at any time on or before the 30th Business Day after the date of the Company's notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) if Certificated Notes have been issuedcertificated Securities, the certificate number or numbers of the Note Security or Notes Securities which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (ii) the portion of the principal amount of the Note Security which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note Security shall be purchased by the Company pursuant to the terms and conditions specified in the Notes Securities and this Indenture. Delivery of a Note (together with all necessary endorsements) Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note Security if the principal amount of such portion is $1,000 or an integral multiple thereofof $1,000. Provisions of the Indenture that apply to the purchase of all of a Note Security pursuant to Section 5.1 through Section 5.6 also apply to the purchase of such portion of such NoteSecurity.
Appears in 1 contract
Sources: Indenture (Komag Inc /De/)
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder's ’s option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's Notes’s Notes not theretofore called for redemption, or any portion of the principal amount Principal Amount at Issuance thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE"“Fundamental Change Purchase Date”) that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes at a purchase price in cash equal to 100% of the principal amount Accreted Principal Amount plus any accrued and unpaid interest (including interest, Contingent Interest and Additional Interest, if any) , to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"“Fundamental Change Purchase Price”). In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest and Additional Interest, if any, to the holder of the repurchased Note and not the Holder on the Regular Record Date.
(b) On or before the 30th day No later than 20 calendar days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Changeadjustments thereto;
(viiivii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ixviii) that the Notes must be surrendered to the Paying Agent to collect payment;
(xix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix5.1(b)(viii);
(xix) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights;
(xi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities;
(xii) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
; (xiii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including interest, Contingent Interest and Additional Interest, if any) , on Notes surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xiv) the CUSIP number(s) of the Notes. At the Company's request, the Trustee shall give the notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue a Public Notice containing all information in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, shall be in substantially the form included on the reverse side of the Notes entitled "Option of Holder to Elect Purchase" and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Notes, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE Notice") to the Paying Agent at any time on or before the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) if Certificated Notes have been issued, the certificate number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (ii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note shall be purchased by the Company pursuant to the terms and conditions specified in the Notes and this Indenture. Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note.
Appears in 1 contract
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's NotesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE") that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, interest (including Contingent Interest and Additional Interest, if any, ) to the holder of the repurchased Note and not the Holder on the Regular Record Date.
(b) On or before the 30th day No later than 10 Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as to the extent required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture ARTICLE XII in order to convert the Notes;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Changeadjustments thereto;
(viii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ix) that the Notes must be surrendered to the Paying Agent to collect payment;
(x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix);
(xi) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights;
(xii) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
(xiii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest and Additional Interest, if any) on Notes surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xiv) the CUSIP number(s) of the Notes. At the Company's request, the Trustee shall give the notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes is in the form of a Global NoteSecurity, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue make a Public Notice containing all information specified in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, which shall be in substantially the form included on the reverse side of the Notes entitled "Option of Holder to Elect Purchase" hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global NotesSecurities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE NoticeNOTICE") to the Paying Agent at any time on or before the 20th Business Day after the date of the Company's notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) the Fundamental Change Purchase Date, (ii) if Certificated Notes have been issuedSecurities, the certificate number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (iiiii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iiiiv) that such Note shall be purchased by the Company pursuant to the terms and conditions specified in the Notes and this Indenture. ARTICLE V. Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note.
Appears in 1 contract
Sources: Indenture (Synaptics Inc)
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder's ’s option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's ’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE"“Fundamental Change Purchase Date”) that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) , to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"“Fundamental Change Purchase Price”). In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest interest and Additional Interest, if any, to the holder of the repurchased Note and not on the Regular Record Date if different from the Holder on the Regular Record Date.
(b) On or before the 30th day No later than 20 Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date of such Fundamental Change and, briefly, the events causing constituting such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Change;
(viii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ix) that the Notes must be surrendered to the Paying Agent to collect payment;
(xvii) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix);
(xiviii) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights5.1;
(xiiix) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
(xiiix) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest and Additional Interest, if any) , on Notes surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xivxi) the CUSIP number(s) of the Notes. At the Company's ’s request, the Trustee shall give the Company’s notice of purchase right in the Company's name and a Fundamental Change at the Company's ’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the such notice of purchase right shall be prepared by the Company. If any of the Notes is in the form of a Global NoteSecurity, then the Company shall modify such notice to the extent necessary to accord with the Applicable Proceduresprocedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue make a Public Notice containing all information specified in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, which shall be in substantially the form included on the reverse side of the Notes entitled "“Option of Holder to Elect Purchase" ” hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global NotesSecurities, may be delivered electronically or by other means in accordance with the Depositary's customary proceduresApplicable Procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE “Fundamental Change Purchase Notice"”) to the Paying Agent at any time on or before the 20th Business Day after the date of the Company’s notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) if Certificated Notes have been issuedSecurities, the certificate serial number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (ii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, thereof (or the entire principal amount of the Notes held by such Holder) and (iii) that such Note shall be purchased by the Company pursuant to the terms and conditions specified in the Notes and this Indenture. Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent (or otherwise complying with the Applicable Procedures in the case of the Global Securities) is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Purchase Notice may be delivered or withdrawn and such Notes may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
(d) Notwithstanding the foregoing provisions of this Section 5.1, the Company shall not be required to issue a Fundamental Change Purchase Notice upon a Fundamental Change (i) if a third party issues a Fundamental Change Purchase Notice in the manner, at the times and otherwise in compliance with the requirements set forth in Section 5.1(b) applicable to a Fundamental Change Purchase Notice made by the Company and otherwise complies with the provisions of this Article V as if it were the Company and purchases, and pays for, all Notes validly tendered and not withdrawn pursuant to such Fundamental Change Purchase Notice and
Appears in 1 contract
Sources: Indenture (Sirius Xm Radio Inc.)
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturityoccur, each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 5.11401 hereof, to require the Company to purchaserepurchase, and upon the exercise of such right, the Company shall purchase for cashrepurchase, all of such Holder's NotesSecurities not theretofore called for redemption, or any portion of the principal amount Principal Amount at Issuance thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.11401, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATEFundamental Change Repurchase Date") that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b1401(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes Securities at a purchase price in cash equal to 100% of the principal amount Principal Amount at Issuance plus Principal Accretion and any accrued and unpaid cash interest (including Contingent Interest and Additional Interest, if anyAmounts) to, but excluding, the Fundamental Change Purchase Repurchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICEFundamental Change Repurchase Price"). In the event ; provided, however, that a Fundamental Change Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, installments of interest (including Contingent Interest and Additional Interest, if any, Amounts) on Securities whose Maturity is prior to or on the Fundamental Change Repurchase Date shall be payable to the holder Holders of the repurchased Note and not the Holder such Securities, registered as such on the relevant Regular Record Date.
(b) On or before the 30th 20th day after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder all Holders at its address their addresses shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a the form of a Fundamental Change Purchase Repurchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i1) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii2) the date by which the Fundamental Change Purchase Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.11401 must be given;
(iii3) the Fundamental Change Purchase Repurchase Date;
(iv4) the Fundamental Change Purchase Repurchase Price;
(v5) the name and address of the each Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes;
(vii6) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Changeadjustments thereto;
(viii7) that the Notes Securities as to which a Fundamental Change Purchase Repurchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII Article Four of this Indenture only if to the extent that the Fundamental Change Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ix) that the Notes must be surrendered to the Paying Agent to collect payment;
(x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix);
(xi) 8) the procedures that the Holder must follow to exercise rights under this Section 5.1 1401 and a brief description of such rights;
(xii9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any;
(10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities;
(11) the procedures for withdrawing a Fundamental Change Purchase Repurchase Notice, including a form of notice of withdrawal;
(xiii12) that, unless the Company defaults in making payment of such Fundamental Change Purchase Repurchase Price, interest (including Contingent Interest and Additional InterestAmounts), if any) , and Principal Accretion on Notes Securities surrendered for purchase by the Company shall will cease to accrue on and after the Fundamental Change Purchase Repurchase Date; and
(xiv13) the CUSIP number(s) number of the NotesSecurities. At the Company's request, the Trustee or the Paying Agent shall give the such notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); providedall cases, further, that the text of the such notice of purchase right shall be prepared by the Company. If any of the Notes Securities is in the form of a Global NoteSecurity, then the Company shall modify such notice to the extent necessary to accord with the Applicable Proceduresprocedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 5.1(b)providing such notice, the Company shall issue will publish a Public Notice notice containing all this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such written noticeother public medium as the Company may use at that time.
(c) A Holder may exercise its rights specified in clause subsection (a) of this Section 5.1 1401 upon delivery of a written notice (which, in the case of Certificated Notes, which shall be in substantially the form included on the reverse side of the Notes Securities entitled "Option of Holder to Elect Purchase" hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global NotesSecurities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE Fundamental Change Repurchase Notice") to the any Paying Agent at any time on or before the 30th Business Day after the date of the Company's notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Repurchase Notice delivered by a Holder shall state (i) if Certificated Notes have been issuedcertificated Securities, the certificate number or numbers of the Note Security or Notes Securities which the Holder shall will deliver to be purchased (if not certificated, the notice must comply with Applicable Proceduresappropriate Depositary procedures), (ii) the portion of the principal amount Principal Amount at Issuance of the Note Security which the Holder shall will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note Security shall be purchased by the Company pursuant to the terms and conditions specified in the Notes Securities and this Indenture. Delivery of a Note (together with all necessary endorsements) Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Repurchase Price therefor; provided, however, that such Fundamental Change Purchase Repurchase Price shall be so paid pursuant to this Section 5.1 1401 only if the Note Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.11401, a portion of a Note Security if the principal amount Principal Amount at Issuance of such portion is $1,000 or an integral multiple thereofof $1,000. Provisions of the Indenture that apply to the purchase of all of a Note Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such NoteSecurity. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a Principal Amount at Issuance of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
Appears in 1 contract
Sources: Indenture (Jakks Pacific Inc)
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's NotesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE") that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Interest interest, Additional Amounts and Additional Interest, if any) , to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICEPrice"). In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest Additional Amounts and Additional Interest, if any, to the holder Holder of the repurchased Note and not the Holder on the Regular Record Date.
(b) On or before the 30th day No later than 20 days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Changeadjustments thereto;
(viiivii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ixviii) that the Notes must be surrendered to the Paying Agent to collect payment;
(xix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix5.1(b)(viii);
(xix) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights;
(xi) the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities;
(xii) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
(xiii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest interest, Additional Amounts and Additional Interest, if any) , on Notes surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xiv) the CUSIP number(s) of the Notes. At the Company's request, the Trustee shall give the notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes is in the form of a Global NoteSecurity, then the Company shall modify such notice to the extent necessary to accord with the Applicable Proceduresprocedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue make a Public Notice containing all information specified in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, which shall be in substantially the form included on the reverse side of the Notes entitled "Option of Holder to Elect Purchase" hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global NotesSecurities, may be delivered electronically or by other means in accordance with the Depositary's customary proceduresApplicable Procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE NoticeNOTICE") to the Paying Agent at any time on or before the 20th Business Day after the date of the Company's notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) the Fundamental Change Purchase Date, (ii) if Certificated Notes have been issuedcertificated Securities, the certificate serial number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (iiiii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iiiiv) that such Note shall be purchased by the Company pursuant to the terms and conditions specified in the Notes Securities and this Indenture. Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note.
Appears in 1 contract
Sources: Indenture (Willbros Group Inc)
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder's ’s option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's ’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE"“Fundamental Change Purchase Date”) that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) , to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"“Fundamental Change Purchase Price”). In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest interest and Additional Interest, if any, to the holder of the repurchased Note and not on the Regular Record Date if different from the Holder on the Regular Record Date.
(b) On or before the 30th day No later than 20 Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date of such Fundamental Change and, briefly, the events causing constituting such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 5.1;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, thereto that will result from the Fundamental Change;
(viiivii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ixviii) that the Notes must be surrendered to the Paying Agent to collect payment;
(xix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix);
(xix) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights5.1;
(xiixi) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
; (xiiixii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest and Additional Interest, if any) , on Notes surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xiv) the CUSIP number(s) of the Notes. At the Company's request, the Trustee shall give the notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue a Public Notice containing all information in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, shall be in substantially the form included on the reverse side of the Notes entitled "Option of Holder to Elect Purchase" and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Notes, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE Notice") to the Paying Agent at any time on or before the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) if Certificated Notes have been issued, the certificate number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (ii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note shall be purchased by the Company pursuant to the terms and conditions specified in the Notes and this Indenture. Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note.
Appears in 1 contract
Fundamental Change Put. (a) In the event that a Fundamental Change shall occur at any time prior to the Stated MaturityMaturity Date, each Holder holder shall have the right, at the Holder's holder’s option, but subject to the provisions of this Section 5.114.01, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase for cashpurchase, all of such Holder's holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder holder pursuant to this Section 5.114.01, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE DATE"“Fundamental Change Purchase Date”) that is a Business Day no later than 20 35 Business Days after the date of notice pursuant to Section 5.1(b14.01(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) , to, but excluding, the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"“Fundamental Change Purchase Price”). In the event that a Fundamental Change Purchase Date is a date that is after any Record Date but and on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest interest and Additional Interest, if any, to the holder of the repurchased Note and not Notes at the Holder close of business on the corresponding Record Date if different from the holder on the Record Date, in which case the Fundamental Change Purchase Price shall be 100% of the principal amount of the repurchased Notes.
(b) On or before the 30th day No later than ten (10) Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change (a “Fundamental Change Company Notice”) by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holder holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder holder and shall briefly state, as applicable:
(i) the date of such Fundamental Change and, briefly, the events causing constituting such Fundamental Change;
(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder holder to exercise the purchase right pursuant to this Section 5.114.01;
(iii) the Fundamental Change Purchase Date;
(iv) the Fundamental Change Purchase Price;
(v) the name and address of the Paying Agent and Conversion Agent;
(vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes;
(vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, thereto that will result from the Fundamental Change;
(viiivii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII Article 13 of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ixviii) that the Notes must be surrendered to the Paying Agent to collect payment;
(xix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix14.01(b)(ix);
(xix) the procedures the Holder holder must follow to exercise rights under this Section 5.1 and a brief description of such rights14.01;
(xiixi) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;
; (xiiixii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest (including Contingent Interest and Additional Interest, if any) , on Notes surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and
(xiv) the CUSIP number(s) of the Notes. At the Company's request, the Trustee shall give the notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall issue a Public Notice containing all information in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which, in the case of Certificated Notes, shall be in substantially the form included on the reverse side of the Notes entitled "Option of Holder to Elect Purchase" and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Notes, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE Notice") to the Paying Agent at any time on or before the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Purchase Notice delivered by a Holder shall state (i) if Certificated Notes have been issued, the certificate number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (ii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note shall be purchased by the Company pursuant to the terms and conditions specified in the Notes and this Indenture. Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note.
Appears in 1 contract