Holder of Notes. The holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Require Purchase" appearing below and tendering this Note pursuant to the Change of Control Offer. Unless the Company defaults in the payment of the Change of Control Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will cease to accrue interest and Additional Amounts, if any, and Special Interest, if any, from and after the Change of Control Payment Date. Subject to the limitations set forth in the following paragraph and the Indenture, if at any time the Company or any Restricted Subsidiary engages in any Asset Sale, as a result of which the aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall, within 30 calendar days of the date the amount of Excess Proceeds exceeds $5,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders, on a pro rata basis, Notes in an aggregate principal amount equal to the maximum principal amount that may be purchased out of the then-existing Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof on any Asset Sale Payment Date, plus accrued and unpaid interest thereon, if any, and Additional Amounts, if any, and Special Interest, if any, to the Asset Sale Payment Date, provided that Excess Proceeds attributable to assets not constituting Collateral (as defined in the Indenture) must be used first to make an Asset Sale Offer pursuant to the Senior Note Indenture (as defined in the Indenture) unless the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged, and then to make an Asset Sale Offer for the Notes, if there remain Excess Proceeds after the Asset Sale Offer for the Senior Notes has been completed. Upon completion of an Asset Sale Offer (including payment of the Offer Purchase Price for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes. Notwithstanding the paragraph above, the Company will not be obligated to repurchase Notes in connection with an Asset Sale Offer representing in the aggregate more than 25% of the original aggregate principal amount of the Notes (which original aggregate principal amount shall for these purposes be $26,500,000, without any adjustment whatsoever) prior to the date following the Five Year Date, and the original aggregate principal amount of Notes repurchased in connection with any Asset Sale Offer having a purchase date prior to the date following the Five Year Date shall represent no more than 25% of the original aggregate principal amount of the Notes less the original aggregate principal amount of Notes purchased pursuant to Asset Sale Offers relating to all prior Asset Sales. To the extent that the amount of Excess Proceeds exceeds the amount of Notes purchased because of the limitation imposed by the immediately preceding sentence (the amount of such excess being the "Aggregate Unused Proceeds"), such Aggregate Unused Proceeds shall constitute Excess Proceeds for purposes of the first Asset Sale Offer that is made after the Five Year Date and, in the event the amount of the Aggregate Unused Proceeds exceeds $5,000,000, promptly after the Five Year Date, the Company shall commence an Asset Sale Offer on a pro rata basis for an aggregate principal amount of Notes equal to the Aggregate Unused Proceeds (and any other Excess Proceeds that arise between the Five Year Date and such Asset Sale Offer) at a purchase price equal to 100% of the principal amount of the Notes, plus accrued interest, if any, Special Interest, if any, and Additional Amounts, if any, to the date of purchase. Within 30 calendar days of the date the amount of Excess Proceeds exceeds $5,000,000, the Company shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder of Notes. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Require Purchase" appearing below and tendering this Note pursuant to the Asset Sale Offer. Unless the Company defaults in the payment of the Offer Purchase Price with respect thereto, all Notes or portions thereof selected for payment pursuant to the Asset Sale Offer will cease to accrue interest and Additional Amounts, if any, and Special Interest, if any, from and after the Asset Sale Payment Date.
Appears in 1 contract
Holder of Notes. The holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Require Purchase" appearing below and tendering this Note pursuant to the Change of Control Offer. Unless the Company defaults in the payment of the Change of Control Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will cease to accrue interest and Additional Amounts, if any, and Special Interest, if any, from and after the Change of Control Payment Date. Subject to the limitations set forth in the following paragraph and the Indenture, if at any time the Company or any Restricted Subsidiary engages in any Asset Sale, as a result of which the aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall, within 30 calendar days of the date the amount of Excess Proceeds exceeds $5,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders, on a pro rata basis, Notes in an aggregate principal amount equal to the maximum principal amount that may be purchased out of the then-existing Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof on any Asset Sale Payment Date, plus accrued and unpaid interest thereon, if any, and Additional Amounts, if any, and Special Interest, if any, to the Asset Sale Payment Date, provided that Excess Proceeds attributable to assets not constituting Collateral (as defined in the Indenture) must be used first to make an Asset Sale Offer pursuant to the Senior Note Indenture (as defined in the Indenture) unless the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged, and then to make an Asset Sale Offer pursuant to the Senior Note Indenture (as defined in the Indenture) the Senior Notes are no longer outstanding and the Senior Not Indenture has been satisfied and discharged, and then to make an Asset Sale Offer for the Notes, Notes if there remain Excess Proceeds after the Asset Sale Offer for the Senior Notes has been completed. Upon completion of an Asset Sale Offer (including payment of the Offer Purchase Price for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes. Notwithstanding the paragraph above, the Company will not be obligated to repurchase Notes in connection with an Asset Sale Offer representing in the aggregate more than 25% of the original aggregate principal amount of the Notes (which original aggregate principal amount shall for these purposes be $26,500,000, without any adjustment whatsoever) prior to the date following the Five Year Date, and the original aggregate principal amount of Notes repurchased in connection with any Asset Sale Offer having a purchase date prior to the date following the Five Year Date shall represent no more than 25% of the original aggregate principal amount of the Notes less the original aggregate principal amount of Notes purchased pursuant to Asset Sale Offers relating to all prior Asset Sales. To the extent that the amount of Excess Proceeds exceeds the amount of Notes purchased because of the limitation imposed by the immediately preceding sentence (the amount of such excess being the "Aggregate Unused Proceeds"), such Aggregate Unused Proceeds shall constitute Excess Proceeds for purposes of the first Asset Sale Offer that is made after the Five Year Date and, in the event the amount of the Aggregate Unused Proceeds exceeds $5,000,000, promptly after the Five Year Date, the Company shall commence an Asset Sale Offer on a pro rata basis for an aggregate principal amount of Notes equal to the Aggregate Unused Proceeds (and any other Excess Proceeds that arise between the Five Year Date and such Asset Sale Offer) at a purchase price equal to 100% of the principal amount of the Notes, plus accrued interest, if any, Special Interest, if any, and Additional Amounts, if any, to the date of purchase. Within 30 calendar days of the date the amount of Excess Proceeds exceeds $5,000,000, the Company shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder of Notes. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Require Purchase" appearing below and tendering this Note pursuant to the Asset Sale Offer. Unless the Company defaults in the payment of the Offer Purchase Price with respect thereto, all Notes or portions thereof selected for payment pursuant to the Asset Sale Offer will cease to accrue interest and Additional Amounts, if any, and Special Interest, if any, from and after the Asset Sale Payment Date. In the event of any Termination of Trading (as defined in the Indenture) occurring after the Issue Date and on or prior to Maturity, each Holder of Notes will have the right commencing on the date following the Five Year Date, at the Holder's option, to require the Company to repurchase all or any part of such Holder's Notes on the date (the "Repurchase Date") that is 30 days after the date the Company gives notice of the Termination of Trading at a price (the "Repurchase Price") equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, Additional Amounts, if any, and Special Interest, if any, thereon to the Repurchase Date. On or before the 15th day after the occurrence of a Termination of Trading (unless such Termination of Trading occurs prior to the Five Year Date, then on the 15th day following the Five Year Date), the Company shall mail to all Holders of Notes a notice of the occurrence of such Termination of Trading, the Repurchase Price and the procedures which the Holder must follow to exercise the repurchase right. To exercise such right, the Holder of this Note must deliver, on or before the close of business on the Repurchase Date, irrevocable written notice to the Company (or an agent designated by the Company for such purpose) and to the Trustee of the Holder's exercise of such right, together with the certificates evidencing the Notes with respect to which the right is being exercised, duly endorsed for transfer and with the form entitled "Option of Holder to Require Purchase" appearing below completed. Such written notice is irrevocable.
Appears in 1 contract
Sources: Indenture (PLD Telekom Inc)
Holder of Notes. The holder Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Require Purchase" appearing below and tendering this Note pursuant to the Change of Control Offer. Unless the Company defaults in the payment of the Change of Control Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will cease to accrue interest and interest, Additional Amounts, if any, and Special Interest, if any, from and after the Change of Control Payment Date. Subject to the limitations set forth in the next following paragraph and the Indentureparagraph, if at any time the Company or any Restricted Subsidiary engages in any Asset Sale, as a result of which the aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall, within 30 calendar days of the date the amount of Excess Proceeds exceeds $5,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders, on a pro rata basis, Notes in an aggregate principal amount equal to the maximum principal amount that may be purchased out of the then-existing Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount Accreted Value thereof on any Asset Sale Payment Date, plus accrued and unpaid interest thereon, if any, and Additional Amounts, if any, and Special Interest, if any, to the Asset Sale Payment Date, provided that Excess Proceeds attributable to assets not constituting an Asset Sale of Convertible Note Collateral (as defined in the Indenture) must be used first to make an "Asset Sale Offer Offer" pursuant to the Senior Convertible Note Indenture (as defined in the Indenture) unless the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged, and then to make an Asset Sale Offer for the Notes, if there remain Excess Proceeds after the Asset Sale Offer for the Senior Notes has been completed). Upon completion of an Asset Sale Offer (including payment of the Offer Asset Sale Purchase Price for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes, including the making of an "Asset Sale Offer" pursuant to the Convertible Note Indenture. Notwithstanding the paragraph above, the Company will not be obligated to repurchase Notes in connection with an Asset Sale Offer representing in the aggregate more than 25% of the original aggregate principal amount of the Notes (which original aggregate principal amount shall for these purposes be $26,500,000the aggregate amount originally allocated to the Notes, net of any amounts allocated to the Warrants, without any adjustment whatsoever) prior to the date following the Five Year Date, and the original aggregate principal amount of Notes repurchased in connection with any Asset Sale Offer having a purchase date prior to the date following the Five Year Date shall represent no more than 25% of the original aggregate principal amount of the Notes less the original aggregate principal amount of Notes purchased pursuant to Asset Sale Offers relating to all prior Asset Sales. To the extent that the amount of Excess Proceeds exceeds the amount of Notes purchased because of the limitation imposed by the immediately preceding sentence (the amount of such excess being the "Aggregate Unused Proceeds"), such Aggregate Unused Proceeds shall constitute Excess Proceeds for purposes of the first Asset Sale Offer that is made after the Five Year Date and, in the event the amount of the Aggregate Unused Proceeds exceeds $5,000,000, promptly after the Five Year Date, the Company shall commence an Asset Sale Offer on a pro rata basis for an aggregate principal amount of Notes equal to the Aggregate Unused Proceeds (and any other Excess Proceeds that arise between the Five Year Date and such Asset Sale Offer) at a purchase price equal to 100% of the principal amount Accreted Value of the Notes, plus accrued interest, if any, Special Interest, if any, and Additional Amounts, if any, to the date of purchase. Within 30 calendar days of the date the amount of Excess Proceeds exceeds $5,000,000, the Company shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder of Notes. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Require Purchase" appearing below and tendering this Note pursuant to the Asset Sale Offer. Unless the Company defaults in the payment of the Offer Asset Sale Purchase Price with respect thereto, all Notes or portions thereof selected for payment pursuant to the Asset Sale Offer will cease to accrue interest and interest, Additional Amounts, if any, and Special Interest, if any, from and after the Asset Sale Payment Date.
Appears in 1 contract
Sources: Indenture (PLD Telekom Inc)