Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change. and Purchase of Securities at the Option of the Holder. (a) Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders, beneficial owners of the Securities as required by applicable law, the Trustee and the Paying Agent, not less than 20 Business Days prior to each Purchase Date, or on or before the 10th Business Day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice, as the case may be, to be completed by a Holder and shall state: (i) the applicable Purchase Price or Fundamental Change Purchase Price, as the case may be; (ii) the Base Conversion Rate at the time of such notice and any expected adjustments to the Base Conversion Rate; (iii) the applicable Purchase Date or Fundamental Change Purchase Date, as the case may be, and the last date on which a Holder may exercise its repurchase rights under Section 8.01 or Section 8.02, as applicable; (iv) the name and address of the Paying Agent and the Conversion Agent; (v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be; (vi) that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice has been delivered may be surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been withdrawn in accordance with the terms of this Fourth Supplemental Indenture; (vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent (A) in the case of the Purchase Price, on the later of (1) the Purchase Date and (2) the time of book-entry transfer or delivery of such Securities, (B) in the case of the Fundamental Change Purchase Price, promptly following the later of (1) the Fundamental Change Purchase Date and (2) the time of book-entry transfer or delivery of such Securities; (viii) the procedures the Holder must follow under Section 8.01 or 8.02, as applicable; (ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities for which any Purchase Notice or Fundamental Change Purchase Notice, as applicable, has been submitted, Interest will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable; (x) the CUSIP or ISIN number of the Securities; (xi) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and (xii) in the case of a Company Notice pursuant to Section 8.01, the events causing a Fundamental Change and the effective date of the Fundamental Change; Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Trustee shall deliver the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company. (b) Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice, as applicable, the Holder of the Securities, in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such Securities. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder (x) in the case of the Purchase Price, on the later of (1) the Purchase Date with respect to such Securities (provided that the conditions in this Article VIII have been satisfied) and (2) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 8.02, and (y) in the case of the Fundamental Change Purchase Price, promptly following the later of (1) the Fundamental Change Purchase Date with respect to such Securities (provided that the conditions in this Article VIII have been satisfied) and (2) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 8.01. Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.
Appears in 1 contract
Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change. and Purchase of Securities at the Option of the Holder.
(a) Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders, beneficial owners of the Securities as required by applicable law, the Trustee and the Paying Agent, not less than 20 Business Days prior to each Purchase Date, or on or before the 10th Business Day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice, as the case may be, to be completed by a Holder and shall state:
(i) the applicable Purchase Price or Fundamental Change Purchase Price, as the case may be;
(ii) the Base Conversion Rate at the time of such notice and any expected adjustments to the Base Conversion Rate;
(iii) the applicable Purchase Date or Fundamental Change Purchase Date, as the case may be, and the last date on which a Holder may exercise its repurchase rights under Section 8.01 or Section 8.02, as applicable;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(vi) that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice has been delivered may be surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been withdrawn in accordance with the terms of this Fourth Supplemental Indenture;
(vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent (A) in the case of the Purchase Price, on the later of (1) the Purchase Date and (2) the time of book-entry transfer or delivery of such Securities, (B) in the case of the Fundamental Change Purchase Price, promptly following the later of (1) the Fundamental Change Purchase Date and (2) the time of book-entry transfer or delivery of such Securities;
(viii) the procedures the Holder must follow under Section 8.01 or 8.02, as applicable;
(ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities for which any Purchase Notice or Fundamental Change Purchase Notice, as applicable, has been submitted, Interest will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(x) the CUSIP or ISIN number of the Securities;
(xi) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(xii) in the case of a Company Notice pursuant to Section 8.01, the events causing a Fundamental Change and the effective date of the Fundamental Change; Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Trustee shall deliver the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
(b) Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase NoticeNotice specified in, and the Notes to be purchased as applicableprovided in, Section 4.01(c), the Holder of the Securities, Notes in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphsthis Section 4.02(a)) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such SecuritiesNotes. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent Agent, solely from funds received from the Company for such purpose, to such Holder (x) in the case of the Purchase Price, on promptly following the later of (1x) the Fundamental Change Purchase Date with respect to such Securities Notes (provided that the conditions in this Article VIII IV have been satisfied) and (2y) the time of delivery or book-entry transfer of such Securities Notes to the Paying Agent by the Holder thereof in the manner required by Section 8.02, and (y) in the case of the Fundamental Change Purchase Price, promptly following the later of (1) the Fundamental Change Purchase Date with respect to such Securities (provided that the conditions in this Article VIII have been satisfied) and (2) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 8.014.01. Securities Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has first been validly withdrawn as specified in this Section 4.02(a). Notwithstanding anything herein to the following two paragraphscontrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 4.01(c), shall have the right at any time prior to the close of business on the Business Day immediately prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 4.02(a). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Notes to be purchased pursuant to Section 4.01. If the Paying Agent holds, in accordance with the terms of this Supplemental Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Notes on the second Business Day after the Fundamental Change Purchase Date, then (i) the Notes tendered for purchase and not withdrawn shall cease to be Outstanding, and interest, including Additional Interest, if any, shall cease to accrue on the Fundamental Change Purchase Date (whether or not book-entry transfer of such Notes is made or whether or not the Note is delivered to the Paying Agent); and (ii) all other rights of the Holders with respect to Notes tendered for purchase shall terminate on the Fundamental Change Purchase Date (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Notes). Nothing herein shall preclude any withholding of tax required by law. A Fundamental Change Purchase Notice may be withdrawn, in whole or in part, by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the Business Day immediately prior to the Fundamental Change Purchase Date. The notice of withdrawal shall state:
(i) the principal amount of the withdrawn Notes;
(ii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes, or if not certificated, the notice must comply with appropriate DTC, Clearstream and/or Euroclear procedures; and
(iii) the principal amount, if any, which remains subject to the Fundamental Change Purchase Notice, which must be $1,000 or an integral multiple thereof. If the Notes are certificated, the Paying Agent shall promptly return to the respective Holders thereof any Notes with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Supplemental Indenture.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Allegheny Technologies Inc)
Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change. and Purchase of Securities at the Option of the Holder.
(a) Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders, beneficial owners of the Securities as required by applicable law, the Trustee and the Paying Agent, not less than 20 Business Days prior to each Purchase Date, or on or before the 10th Business Day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice, as the case may be, to be completed by a Holder and shall state:
(i) the applicable Purchase Price or Fundamental Change Purchase Price, as the case may be;
(ii) the Base Conversion Rate at the time of such notice and any expected adjustments to the Base Conversion Rate;
(iii) the applicable Purchase Date or Fundamental Change Purchase Date, as the case may be, and the last date on which a Holder may exercise its repurchase rights under Section 8.01 or Section 8.02, as applicable;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(vi) that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice has been delivered may be surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been withdrawn in accordance with the terms of this Fourth Supplemental Indenture;
(vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent (A) in the case of the Purchase Price, on the later of (1) the Purchase Date and (2) the time of book-entry transfer or delivery of such Securities, (B) in the case of the Fundamental Change Purchase Price, promptly following the later of (1) the Fundamental Change Purchase Date and (2) the time of book-entry transfer or delivery of such Securities;
(viii) the procedures the Holder must follow under Section 8.01 or 8.02, as applicable;
(ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities for which any Purchase Notice or Fundamental Change Purchase Notice, as applicable, has been submitted, Interest will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(x) the CUSIP or ISIN number of the Securities;
(xi) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(xii) in the case of a Company Notice pursuant to Section 8.01, the events causing a Fundamental Change and the effective date of the Fundamental Change; Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Trustee shall deliver the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
(b) Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase NoticeNotice specified in, and the Notes to be purchased as applicableprovided in, Section 4.01(c), the Holder of the Securities, Notes in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphsthis Section 4.02(a)) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such SecuritiesNotes. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent Agent, solely from funds received from the Company for such purpose, to such Holder (x) in the case of the Purchase Price, on promptly following the later of (1x) the Fundamental Change Purchase Date with respect to such Securities Notes (provided that the conditions in this Article VIII IV have been satisfied) and (2y) the time of delivery or book-entry transfer of such Securities Notes to the Paying Agent by the Holder thereof in the manner required by Section 8.02, and (y) in the case of the Fundamental Change Purchase Price, promptly following the later of (1) the Fundamental Change Purchase Date with respect to such Securities (provided that the conditions in this Article VIII have been satisfied) and (2) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 8.014.01. Securities Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has first been validly withdrawn as specified in this Section 4.02(a). Notwithstanding anything herein to the following two paragraphscontrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 4.01(c), shall have the right at any time prior to the close of business on the Business Day immediately prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 4.02(a). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Notes to be purchased pursuant to Section 4.01. If the Paying Agent holds, in accordance with the terms of this Supplemental Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Notes on the second Business Day after the Fundamental Change Purchase Date, then (i) the Notes tendered for purchase and not withdrawn shall cease to be Outstanding, and interest, including Additional Interest, if any, shall cease to accrue on the Fundamental Change Purchase Date (whether or not book-entry transfer of such Notes is made or whether or not the Note is delivered to the Paying Agent); and (ii) all other rights of the Holders with respect to Notes tendered for purchase shall terminate on the Fundamental Change Purchase Date (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Notes). Nothing herein shall preclude any withholding of tax required by law. A Fundamental Change Purchase Notice may be withdrawn, in whole or in part, by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the Business Day immediately prior to the Fundamental Change Purchase Date. The notice of withdrawal shall state:
(i) the principal amount of the withdrawn Notes;
(ii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes, or if not certificated, the notice must comply with appropriate DTC, Clearstream and/or Euroclear procedures; and
(iii) the principal amount, if any, which remains subject to the Fundamental Change Purchase Notice. If the Notes are certificated, the Paying Agent shall promptly return to the respective Holders thereof any Notes with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Supplemental Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture (Allegheny Technologies Inc)
Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change. and Purchase of Securities at the Option of the Holder.
(a) Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders, beneficial owners of the Securities as required by applicable law, the Trustee and the Paying Agent, not less than 20 Business Days prior to each Purchase Date, or on or before the 10th Business Day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice, as the case may be, to be completed by a Holder and shall state:
(i) the applicable Purchase Price or Fundamental Change Purchase Price, as the case may be;
(ii) the Base Conversion Rate at the time of such notice and any expected adjustments to the Base Conversion Rate;
(iii) the applicable Purchase Date or Fundamental Change Purchase Date, as the case may be, and the last date on which a Holder may exercise its repurchase rights under Section 8.01 or Section 8.02, as applicable;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(vi) that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice has been delivered may be surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been withdrawn in accordance with the terms of this Fourth First Supplemental Indenture;
(vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent (A) in the case of the Purchase Price, on the later of (1) the Purchase Date and (2) the time of book-entry transfer or delivery of such Securities, Securities and (B) in the case of the Fundamental Change Purchase Price, promptly following the later of (1) the Fundamental Change Purchase Date and (2) the time of book-entry transfer or delivery of such Securities;
(viii) the procedures the Holder must follow under Section 8.01 or 8.02, as applicable, and Section 8.03;
(ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities for which any Purchase Notice or Fundamental Change Purchase Notice, as applicable, has been submitted, Interest interest will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(x) the CUSIP or ISIN number of the Securities;
(xi) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(xii) in the case of a Company Notice pursuant to Section 8.01, the events causing a Fundamental Change and the effective date of the Fundamental Change; . Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Trustee Paying Agent shall deliver give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
(b) Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase NoticeNotice specified in Section 8.02 or Section 8.01(c), as applicable, the Holder of the Securities, Securities in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such Securities. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder (x) in the case of the Purchase Price, on the later of (1) the Purchase Date with respect to such Securities (provided that the conditions in this Article VIII 8 have been satisfied) and (2) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 8.02, 8.02 and (y) in the case of the Fundamental Change Purchase Price, promptly following the later of (1) the Fundamental Change Purchase Date with respect to such Securities (provided that the conditions in this Article VIII 8 have been satisfied) and (2) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 8.01. Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.
Appears in 1 contract
Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change. and Purchase of Securities at the Option of the Holder.
(a) Notice of Fundamental Change or Purchase Date or Fundamental ChangeDate. The Company shall send notices (each, a “Company Notice”"COMPANY NOTICE") to the Holders, beneficial owners of Holders at their addresses shown in the Securities as required Register maintained by applicable lawthe Registrar, and delivered to the Trustee and the Paying Agent, not less than 20 Business Days prior to each Purchase Date, or on or before the 10th Business Day 20th calendar day after the occurrence of the Fundamental ChangeChange or on or before the 20th Business Day prior to each Purchase Date, as the case may be (each such date of delivery, a “Company Notice Date”"COMPANY NOTICE DATE"). Each Company Notice shall include a form of Fundamental Change Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice to be completed by a Holder and shall state:
(i) the applicable Purchase Price or Fundamental Change Purchase Price, as in the case may beof a Company Notice pursuant to Section 11.01, the events causing the Fundamental Change;
(ii) in the Base case of a Company Notice pursuant to Section 11.01, the date of the Fundamental Change;
(iii) the last date on which a Holder may exercise its purchase rights under Section 11.01 or Section 11.02, as applicable;
(iv) the applicable Fundamental Change Purchase Price or Purchase Price;
(v) the applicable Fundamental Change Purchase Date or Purchase Date;
(vi) the name and address of the Paying Agent and the Conversion Agent, if applicable;
(vii) if applicable, the conversion rights of the Holders with respect to the Securities and the Conversion Rate at the time of such notice and any expected adjustments to the Base Conversion Rate;
(iiiviii) the applicable Purchase Date procedures the Holder must follow under Sections 11.01 or Fundamental Change Purchase Date, as the case may be, and the last date on which a Holder may exercise its repurchase rights under Section 8.01 or Section 8.0211.02, as applicable, and Section 11.03;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(vix) that Securities must be surrendered to the Paying Agent to collect payment of the Fundamental Change Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(vix) if applicable, that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice or Purchase Notice has been delivered given may be surrendered for conversion converted only if the applicable Fundamental Change Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has been withdrawn in accordance with the terms of this Fourth Supplemental Indenture;
(viixi) that the Fundamental Change Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Fundamental Change Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent (A) in the case of the Purchase Price, on promptly following the later of (1) the Purchase Date and (2) the time of book-entry transfer or delivery of such Securities, (B) in the case of the Fundamental Change Purchase PriceDate or Purchase Date, promptly following the later of (1) the Fundamental Change Purchase Date and (2) as applicable, or the time of book-entry transfer or delivery of such Securities;
(viii) the procedures the Holder must follow under Section 8.01 or 8.02, as applicable;
(ixxii) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price or Purchase Price on Securities for which covered by any Fundamental Change Purchase Notice or Fundamental Change Purchase Notice, as applicable, has been submitted, Interest interest (including any Additional Interest) will cease to accrue on and after the Fundamental Change Purchase Date or Fundamental Change Purchase Date, as applicable;
(xxiii) the procedures for withdrawing a Fundamental Change Purchase Notice or Purchase Notice; and
(xiv) the CUSIP or ISIN number of the Securities;
(xi) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(xii) in the case of a Company Notice pursuant to Section 8.01, the events causing a Fundamental Change and the effective date of the Fundamental Change; . Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York City or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s 's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s 's expense, the Trustee Paying Agent shall deliver give the Company Notice in the Company’s 's name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
(b) Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice, as applicable, the Holder of the Securities, in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such Securities. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder (x) in the case of the Purchase Price, on the later of (1) the Purchase Date with respect to such Securities (provided that the conditions in this Article VIII have been satisfied) and (2) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 8.02, and (y) in the case of the Fundamental Change Purchase Price, promptly following the later of (1) the Fundamental Change Purchase Date with respect to such Securities (provided that the conditions in this Article VIII have been satisfied) and (2) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 8.01. Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.
Appears in 1 contract