Offer to Prepay Notes in the Event of a Change in Control Clause Samples
The 'Offer to Prepay Notes in the Event of a Change in Control' clause requires the issuer of notes to give holders the option to have their notes repaid early if there is a significant change in the ownership or control of the issuer. Typically, this means that if the company is acquired, merges, or undergoes a similar transaction that shifts control, it must notify noteholders and offer to buy back their notes at a specified price, often at par or with a premium. This clause protects investors by giving them an exit option if the company's risk profile changes due to new ownership, thereby addressing concerns about unforeseen changes in management or business direction.
Offer to Prepay Notes in the Event of a Change in Control. (a) The Issuer will, within five Business Days after any Responsible Officer of either Constituent Company has knowledge of the occurrence of any Change in Control or any Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to Section 8.3(b). If a Change in Control has occurred, such notice shall contain and constitute an offer by the Issuer to prepay Notes as described in Section 8.3(c) and shall be accompanied by the certificate described in Section 8.3(g).
(b) The Parent Guarantor will not take any action that consummates or finalizes a Change in Control unless (1) at least 30 days prior to such action the Issuer shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in Section 8.3(c), accompanied by the certificate described in Section 8.3(g), and (2) contemporaneously with such action, the Issuer prepays all Notes required to be prepaid in accordance with this Section 8.3.
(c) The offer to prepay Notes contemplated by Sections 8.3(a) and 8.3(b) shall be an offer to prepay, in accordance with and subject to this Section 8.3, all, but not less than all, Notes held by each holder on a date specified in such offer (the “Change in Control Proposed Prepayment Date”). If such Change in Control Proposed Prepayment Date is in connection with an offer contemplated by Section 8.3(a), such date shall be a Business Day not less than 30 days and not more than 60 days after the date of such offer (or if the Change in Control Proposed Prepayment Date shall not be specified in such offer, the Change in Control Proposed Prepayment Date shall be the Business Day nearest to the 30th day after the date of such offer).
(d) A holder of Notes may accept or reject the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance or rejection to be delivered to the Issuer at least five Business Days prior to the Change in Control Proposed Prepayment Date. A failure by a holder of Notes to so respond to an offer to prepay made pursuant to this Section 8.3 shall be deemed to constitute a rejection of such offer by such holder.
(e) Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the principal amount of such Notes, together with accrued and unpaid interest on s...
Offer to Prepay Notes in the Event of a Change in Control