Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and (8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow. (a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law, (1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 4 contracts
Sources: Indenture (Nielsen Holdings PLC), Indenture (Nielsen Holdings PLC), Indenture (Nielsen Holdings PLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Company has exercised its right to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase redeem all of the Notes pursuant to Section 3.7, the offer described below Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control Offer electronically if held by the Depositary provisions described above will be applicable whether or by first-class mail, with a copy not any other provisions of this Indenture are applicable. The Company shall not be required to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that make a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such upon a Change of Control Offer will be accepted for payment by the Issuers;
if (2i) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to a third party makes the Change of Control Offer will cease to accrue interest on the contemporaneously with or upon a Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer will be required to surrender made by the Company and purchases all Notes validly tendered and not withdrawn under such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
Offer or (6ii) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close a notice of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this redemption has been given under Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.13 by virtue thereof.
(b) On the Change of Control Payment Datesuch conflict. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 4 contracts
Sources: Indenture (Toys R Us Property Co II, LLC), Indenture (Toys R Us Inc), Indenture (Toys R Us Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice commence an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such Change 30-day period shall be suspended, for up to a maximum of Control 30 days, during any period when the commencement of such Offer electronically if held to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Depositary or by first-class mailIssuers to effect such Offer to Purchase, with a copy so long as the Issuers have used and continue to the Trustee use their commercial best efforts to make and each Agent, conclude such Offer to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
Purchase promptly) and (1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest Purchase are purchased on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse terms of such Notes completed, or otherwise in accordance with the Depositary’s procedures, Offer to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectPurchase. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and any regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Purchase Date, the Issuers willshall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuers.
. The Paying Agent will promptly mail (cor wire transfer) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Issuers will announce the results of the Change of Control Offer to all Holders on or as soon as practicable after the Purchase Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Issuers shall not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to Section 3.7. Notwithstanding anything to To the contrary herein, a extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 4 contracts
Sources: Indenture (Ryerson Holding Corp), Indenture (Ryerson Holding Corp), Indenture (Ryerson International Material Management Services, Inc.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control, the Issuers shall send Company will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.9 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Company shall comply with the requirements of Rule 14e-1 1 4e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuers.
(c) Company. The Issuers shall not be required Paying Agent will promptly mail to make a Change each Holder of Control Offer following a Change of Control if a third party makes Notes so tendered the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Sources: Supplemental Indenture (Century Parking Inc), Supplemental Indenture (Apcoa Inc), Indenture (Standard Parking Ii LLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Issuer has exercised its right to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase redeem all of the Notes pursuant in accordance with Section 3.7, the Issuer will make an Offer to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers Issuer or a third party commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Issuer shall send notice not be required to make a Change of Control Offer (i) if a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer electronically if held or (ii) a notice of redemption has been given by the Depositary Issuer or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made third party pursuant to this Indenture as described in Section 4.14, 3.7. The Issuer (and a third party that all Notes properly tendered and not properly withdrawn pursuant has commenced an Offer to such Change of Control Offer will be accepted for payment by the Issuers;
(2Purchase as contemplated herein) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase any repurchase of Notes pursuant to a Change of Control Offeras described in this Section 4.14. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer (and a third party that has commenced an Offer to Purchase as contemplated herein) will comply with the applicable securities laws and regulations and shall not will be deemed to have breached complied with its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Dateprovisions of this Indenture by virtue of such compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to Purchase may be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased made by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if Issuer or a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Sources: Indenture (Spirit AeroSystems Holdings, Inc.), Indenture (Spirit AeroSystems Holdings, Inc.), Indenture (Spirit AeroSystems Holdings, Inc.)
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have Borrower has previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption prepayment notice with respect to all the outstanding Notes as described under Loans pursuant to Section 3.07 hereof2.05(a), the Issuers Borrower shall make an offer to purchase prepay all of the Notes Loans pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateprepayment. Within 30 days following any Change of Control, the Issuers Borrower shall send deliver a notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Administrative Agent, the Administrative Agent shall promptly deliver such notice to each Holder of Notes Lender to the address of such Holder Lender appearing in the security registerRegister, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, 6.09 and that all Notes Loans properly tendered and not properly withdrawn submitted pursuant to such Change of Control Offer will be accepted for payment prepaid by the IssuersBorrower;
(2) the purchase price and the purchase date, which will be no earlier than 10 30 days nor later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”);
(3) that any Note Loan not properly tendered or properly tendered and properly withdrawn accepted will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default Borrower defaults in the payment of the Change of Control Payment, all Notes Loans accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders Lenders electing to have any Notes purchased Loans prepaid pursuant to a Change of Control Offer will be required to surrender such Notes, with notify the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders Lenders will be entitled to withdraw their tendered Notes and their election to require the Issuers Borrower to purchase prepay such NotesLoans, provided that the paying agent Administrative Agent receives, not later than the close of business on the 10th 30th day following the date of the Change of Control notice, an electronic transmission (including in PDF)a telegram, a telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesLender, the principal amount of Notes tendered for purchaseLoans to be prepaid, and a statement that such Holder Lender is withdrawing its tendered Notes and its election to have such Notes purchasedLoans prepaid;
(7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) that if the Issuers are redeeming Borrower is repaying less than all of the NotesLoans, the Holders Lenders of the remaining Notes Loans will be issued new Notes and such new Notes will be equal hold Loans in a principal amount equal to the unpurchased amount of the Loans not prepaid. The non-repaid portion of the Notes surrendered. The unpurchased portion of the Notes Loans must be equal to a minimum of $2,000 or an integral multiple of $1,000, 1,000 in each case in principal amount; and
(8) 9) the other instructions, as determined by the IssuersBorrower, consistent with this Section 4.146.09, that a Holder Lender must follow.
. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not a Lender receives such notice. If (a) the notice is mailed or delivered in a manner herein provided and (b) any Holder Lender fails to receive such notice or a Holder Lender receives such notice but it is defective, such HolderLender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase prepayment of the Notes Loans as to all other Holders Lenders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers Borrower will, to the extent permitted by law,
(1) accept for payment prepay all Notes issued by them Loans or portions thereof properly tendered accepted in accordance with Section 6.09 and not properly withdrawn pursuant to the Change of Control Offer;, and
(2) deposit with the Paying Administrative Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes Loans or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee accepted for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuersprepayment.
(c) The Issuers Borrower shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Agreement applicable to a Change of Control Offer made by the Issuers Borrower and purchases prepays all Notes Loans validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Sources: Senior Secured Loan Agreement (Nielsen Holdings B.V.), Senior Secured Loan Agreement (Nielsen Holdings B.V.), Senior Secured Loan Agreement (Nielsen CO B.V.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursRepurchase Event, unless each Holder shall have the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect right to all require that the outstanding Issuer repurchase such Holder’s Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the principal amount of Notes purchased on the date of such purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, the Issuers shall send notice of such a Change of Control Offer Repurchase Event, the Issuer shall mail or electronically if held by the Depositary or by first-class mail, with transmit a copy to the Trustee and each Agent, notice to each Holder of Notes to the address of such Holder appearing in the security registerHolders list specified in Section 2.05, with a copy to the following informationTrustee (the “Change of Control Offer”), or otherwise in accordance with the procedures of the Depositary, stating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, Repurchase Event has occurred and that all such Holder has the right to require the Issuer to purchase such Holder’s Notes properly tendered at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but not properly withdrawn pursuant including, the date of purchase (subject to such Change the right of Control Offer will be accepted for Holders of record on the relevant record date to receive interest on the relevant interest payment by the Issuersdate);
(2) the purchase price circumstances and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date, date (which will shall be no earlier than 10 30 days nor later than 60 days from the date such notice is sent mailed or delivered) (the “Change of Control Payment Date”);
(34) that any Note not properly tendered or properly tendered and properly withdrawn accepted for payment will remain outstanding and continue to accrue interest;
(45) that that, unless the Issuers default Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(56) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedurestransfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(67) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder ▇▇▇▇▇▇ is withdrawing its tendered Notes and its his election to have such the Notes purchased;
(7) 8) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000, 1,000 in each case in principal amount; andexcess thereof;
(8) 9) the other instructions, as determined by the IssuersIssuer, consistent with this Section 4.144.15, that a Holder must follow.follow in order to have its Notes purchased; and
(10) if such notice is sent prior to the occurrence of a Change of Control Repurchase Event, that the Change of Control Offer is conditional on the occurrence of such Change of Control Repurchase Event and describing each such condition, and, if applicable, that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (but not more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Issuer shall determine that any or all such conditions shall not have been satisfied by the relevant payment date. The notice, if mailed or electronically transmitted in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed or delivered electronically transmitted in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers willIssuer shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof properly of Notes validly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawnof Notes validly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuersIssuer. The Paying Agent will promptly deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder validly tendered the Change of Control Payment for such Notes, and the Trustee will promptly, upon receipt of an Authentication Order, authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(c) The Issuers Issuer shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (2) notice of redemption has been given for the redemption of all (and not less than all) of the Notes pursuant to Section 3.07 or Section 3.08 of this Indenture, unless and until there is a Default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of ControlControl Repurchase Event, conditional and conditioned upon such Change of ControlControl Repurchase Event, if a definitive agreement is in place for the Change of Control Repurchase Event at the time of making of the Change of Control Offer.
(d) . Other than as specifically provided in this Section 4.144.15, any purchase pursuant to this Section 4.14 4.15 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
(d) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance with such securities laws or regulations.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice (provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer described above) to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest on the Notes that remain outstanding to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
Appears in 3 contracts
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder shall have the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer Company to purchase all or any portion (provided that such portion is a Permitted Denomination) of the Notes such Holder’s Notes, pursuant to the an offer described below in this Section 4.15 (the a “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, interest thereon to but excluding the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any a Change of Control, the Issuers Company shall send give notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to and the address of such Holder appearing in the security register, with the following information:
Trustee stating: (1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly validly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor but no later than 60 days from the date such notice is sent given (the “Change of Control Payment Date”);
; (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completed, or otherwise in accordance with customary documents as the Depositary’s proceduresCompany may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not no later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion must be a Permitted Denomination. If any of the Notes must be equal subject to a minimum Change of $2,000 or an integral multiple Control Offer is in the form of $1,000a Global Note, in each case in principal amount; and
(8) then the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive Company shall modify such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity extent necessary to accord with the procedures of the proceedings for Depository applicable to repurchases. Further, the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase of Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of this Section 4.14Control Offer, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described above by virtue thereof.
(b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the IssuersCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a Permitted Denomination. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuers Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable.
(d) The foregoing provisions of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything .
(e) The provisions of this Section 4.15 relating to the contrary herein, Company’s obligation to make a Change of Control Offer may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for with the Change of Control at the time of making written consent of the Change holders of Control Offera majority in aggregate principal amount of the then outstanding Notes.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Sources: Indenture (CGG), Indenture (CGG Marine B.V.), Indenture (CGG Marine B.V.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Company has exercised its right to all redeem the outstanding Notes as described under pursuant to Section 3.07 3.07(c) hereof, each Holder of Notes shall have the Issuers shall make right to require the Company to repurchase all or any part (equal to $1,000 or an offer to purchase all integral multiple thereof) of the such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control, the Issuers shall send Company will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuers.
Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers Company shall issue a press release announcing the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable. Notwithstanding anything to the contrary in this Section 4.13, the Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers 4.13 and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (National Equipment Services Inc), Indenture (MST Enterprises Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuers have previously right to require the Issuer to repurchase all or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all part of the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price Purchase Price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus tendered, together with accrued and unpaid interest, if any, to but excluding not including the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Purchase Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant an Offer to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent Purchase (the “Change of Control Payment DatePayment”);
. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (3i) within 60 days following the date of the consummation of a transaction or series of transactions that any Note not constitutes a Change of Control, the Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered or properly tendered and properly withdrawn will remain outstanding and continue pursuant to accrue interest;
(4) that unless the Issuers default Offer to Purchase are purchased on the terms of such Offer to Purchase. If Holders of not less than 90% in the payment aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase upon a Change of Control Paymentand the Issuer, or any third party making the Offer to Purchase in lieu of the Issuer as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Notes accepted that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase, (b) deposit with the Paying Agent an amount equal to the Change of Control Offer will cease to accrue interest on the Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control Payment Date;
(5) that Holders electing provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Issuer will not be required to have any Notes purchased pursuant make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer to Purchase contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to an Offer to Purchase made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to Section 3.7(a) or Section 3.7(b). The Issuer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant an Offer to a Change of Control OfferPurchase. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change occurred as a result of Control Payment Datesuch compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Jack Cooper Holdings Corp.), Indenture (Jack Cooper Logistics, LLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to purchase all or any portion (equal to minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof) of each Holder’s Notes, at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, thereon to but excluding the date of purchasepurchase (the “Change of Control Payment”), subject to the right of Holders of the Notes Noteholders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Datean interest payment date that is on or prior to such date of purchase. Within 30 days following any a Change of Control, the Issuers Company shall send give notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to and the address of such Holder appearing in the security register, with the following information:
Trustee stating: (1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly validly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor but no later than 60 days from the date such notice is sent given (the “Change of Control Payment Date”);
; (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completed, or otherwise in accordance with customary documents as the Depositary’s proceduresCompany may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) . If any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as subject to all other Holders that properly received a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice without defectto the extent necessary to accord with the procedures of the Depository applicable to repurchases. The Issuers Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase of Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of this Section 4.14Control Offer, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.14 4.15 by virtue thereof.
(b) On At or before 11:00 a.m., New York time, on the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the IssuersCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a minimum principal amount of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuers Change of Control provisions described above shall be applicable whether or nor any other provisions of this Indenture are applicable.
(d) The Company shall not be required to make a Change of Control Offer following a Change of Control (1) if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything Offer or (2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.03 hereof, unless and until there is a default in payment of the contrary herein, applicable redemption price.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer may be made in advance of and the Company, or any third party making a Change of ControlControl Offer in lieu of the Company as described above, conditional purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such Change of Control, if a definitive agreement is in place for purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the time applicable Change of making of Control Payment plus, to the extent not included in the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14Payment, any purchase pursuant to this Section 4.14 shall be made pursuant accrued and unpaid interest, if any, to the provisions of Sections 3.02, 3.05 and 3.06 hereofredemption date.
Appears in 2 contracts
Sources: Indenture (Hornbeck Offshore Services Inc /La), Indenture (Hornbeck Offshore Services Inc /La)
Offer to Purchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuers Company has exercised any right to redeem the Notes, each Holder will have previously the right to require that the Company repurchase all or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect portion (equal to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple of the $1,000) of such Holder’s Notes pursuant to an offer by the offer described below Company (the a “Change of Control Offer”) at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchaserepurchase (the “Change of Control Payment”). If any Note is to be redeemed in part only, subject to the right of Holders principal amount of the Notes Note that remains outstanding after the redemption in part shall be $2,000 or a higher integral multiple of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date$1,000. Within 30 days following any Change of Control Triggering Event, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers shall send Company will mail a notice of such Change of Control Offer electronically if held by the Depositary or by first-class mailto each Holder, with a copy to the Trustee and each AgentTrustee, to each Holder which terms will govern the terms of Notes to the address Change of such Holder appearing in the security registerControl Offer. Such notice shall state, with the following informationamong other things:
(1i) that a the Change of Control Offer is being made pursuant to this Section 4.14, 5.1 and that all Notes properly tendered will be accepted for payment;
(ii) that a Change of Control Triggering Event has occurred and not properly withdrawn pursuant that such Holder has the right to require the Company to repurchase all or a portion of such Holder’s Notes at the Change of Control Payment;
(iii) the circumstances and relevant facts regarding such Change of Control Offer will be accepted for payment by the IssuersTriggering Event;
(2iv) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed, other than as may be required by law (the “Change of Control Payment Date”);
(3v) the instructions, as determined by the Company, consistent with this Section 5.1;
(vi) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4vii) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5viii) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6ix) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7x) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000, 1,000 in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectexcess thereof. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of in Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.145.1, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 5.1 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by law,lawful:
(1i) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuersCompany. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Change of Control Offer, if mailed prior to the date of consummation of the Change of Control, will state that the offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
(d) Other than as specifically provided Notwithstanding anything to the contrary in this Section 4.145.1, any purchase pursuant the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 shall be made pursuant to the provisions 5.1 and purchases all Notes properly tendered and not withdrawn under such Change of Sections 3.02, 3.05 and 3.06 hereofControl Offer.
Appears in 2 contracts
Sources: First Supplemental Indenture (Choice Hotels International Inc /De), First Supplemental Indenture (Choice Hotels International Services Corp.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 calendar days following any Change of Control, the Issuers shall send Company will mail a notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following informationstating:
(1a) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.14 and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuerspayment;
(2b) the purchase price and the purchase date, which will be no earlier than 10 30 calendar days nor later than 60 calendar days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3c) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4d) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest and Liquidated Damages, if any, on and after the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of such the Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice Paying Agent at the address specified in the such notice prior to the close of business on the third fifth Business Day preceding the Change of Control Payment Date;
(6f) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control noticePayment Date, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such Notes purchased;; and
(7g) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 1,000 in principal amount or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectthereof. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable to the repurchase of the Notes in connection with the purchase of Notes pursuant to a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) Company. The Issuers shall not be required Paying Agent will promptly mail to make a each Holder of Notes so accepted the Change of Control Offer Payment for such Notes, and the Trustee will promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.14, but in any event within 90 calendar days following a Change of Control Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a third party makes national newspaper of general circulation, the results of the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for on or as soon as practicable after the Change of Control at the time of making of the Change of Control OfferPayment Date.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Iron Mountain Inc /De), Indenture (Iron Mountain Inc /De)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal ), provided, that if the Company has exercised its right to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders redeem all of the Notes of record on the relevant Record Date pursuant to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy Section 3.7 prior to the Trustee and each Agent, to each Holder of Notes to time the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will Company would be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to make a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers Company shall not be required to make a Change of Control Offer. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. In the event that at the time of a Change of Control the terms of the Credit Agreement restrict or prohibit the repurchase of Notes as contemplated herein, then prior to the electronic delivery or mailing of the Offer to Purchase required in connection with a Change of Control but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Debt under the applicable Credit Agreement or, if doing so will allow the purchase of Notes, offer to repay in full all such Debt and repay such Debt of each lender who has accepted such offer, or (ii) obtain the requisite consent under the Credit Agreement to permit the repurchase of the Notes as provided in the Indenture. The Issuer will not be required to make a Change of Control Offer if (i) a third party makes the such Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to herein contemporaneously with or upon a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to Section 3.7. Notwithstanding anything to To the contrary herein, a extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Triumph Group Inc), Indenture (Triumph Group Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers Company shall make an offer (a "CHANGE OF CONTROL OFFER") to purchase each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus thereof, together with accrued and unpaid interest, if any, interest thereon to but excluding the date of purchaserepurchase (the "CHANGE OF CONTROL PAYMENT"), subject PROVIDED that if the date of purchase is on or after an interest record date and on or before the related interest payment date, any accrued interest shall be paid to the right Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be paid or payable to Holders who tender Notes pursuant to the Change of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Offer. Within 30 15 days following any Change of Control, the Issuers Company shall send mail a notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
stating: (1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor later than 60 40 days from after the date such notice is sent mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE");
; (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
interest in accordance with its terms; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of such the Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such Notes purchased;
; (7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 1,000 in principal amount or an integral multiple of $1,000, in each case in principal amountthereof; and
and (8) the any other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails information material to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure 's decision to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defecttender Notes. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereofControl.
(b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such Notes or portions thereof have been tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and purchased by the Issuers.
(c) Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; PROVIDED, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuers Company shall not be required to make a Change publicly announce the results of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for on or as soon as practicable after the Change of Control at the time of making of the Change of Control OfferPayment Date.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Echostar DBS Corp), Indenture (Echostar DBS Corp)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuers have previously right to require the Issuer to repurchase all or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all part of the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer at a Purchase Price in cash equal to purchase all 101% of the Notes principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date pursuant to the offer described below (the “Change of Control Offer”) at a price in cash an Offer to Purchase (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Issuer commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Change of Control Offer will be accepted to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not all Notes or portions thereof properly tendered or properly tendered and properly withdrawn will remain outstanding and continue pursuant to accrue interest;
the Offer to Purchase, (4b) that unless deposit with the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant Paying Agent an amount equal to the Change of Control Offer will cease to accrue interest on the Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control Payment Date;
(5) that Holders electing provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Issuer will not be required to have any Notes purchased pursuant make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer will be required to surrender such Notes, Purchase contemporaneously with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to upon a Change of Control Offerin the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to an Offer to Purchase made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to Section 3.7(a) or Section 3.7(b). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change occurred as a result of Control Payment Datesuch compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Carrols Restaurant Group, Inc.), Indenture (Carrols Restaurant Group, Inc.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder shall have the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer Company to purchase all or any portion (equal to $200,000 or an integral multiple of the Notes $1 in excess thereof) of such Holder’s Notes, pursuant to the an offer described below in this Section 4.17 (the a “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, interest thereon to but excluding the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any a Change of Control, the Issuers Company shall send give notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to and the address of such Holder appearing in the security register, with the following information:
Trustee stating: (1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.17 and that all Notes properly validly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor but no later than 60 days from the date such notice is sent given (the “Change of Control Payment Date”);
; (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completed, or otherwise in accordance with customary documents as the Depositary’s proceduresCompany may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not no later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 200,000 in principal amount or an integral multiple of $1,000, 1 in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) excess thereof. If any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as subject to all other Holders that properly received a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice without defectto the extent necessary to accord with the procedures of the Depository applicable to repurchases. The Issuers Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase of Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of this Section 4.14Control Offer, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described above by virtue thereof.
(b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the IssuersCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $200,000 or an integral multiple of $1 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuers Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable.
(d) The foregoing provisions of this Section 4.17 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything .
(e) The provisions of this Section 4.17 relating to the contrary herein, Company’s obligation to make a Change of Control Offer may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for with the Change of Control at the time of making written consent of the Change holders of Control Offera majority in aggregate principal amount of the then outstanding Notes.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (CGG), Indenture (CGG Marine B.V.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “a "Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest on the Notes purchased, if any, to but excluding the date of purchase, subject to repurchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 ten days following any Change of Control, the Issuers shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will shall be accepted for payment by the Issuerspayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and shall continue to accrue interest;
(4) that that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of such the Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes will being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 1,000 in principal amount or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectthereof. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.10 or 4.15 of this Section 4.14Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under Section 3.10 or this Section 4.14 4.15 by virtue thereofof such conflict.
(b) On the Change of Control Payment Date, the Issuers willshall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) prior to 11:00 a.m. (New York City time) on such date, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Notwithstanding anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers 4.15 and Section 3.10 hereof and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Wynn Resorts LTD), Indenture (Wynn Las Vegas LLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Senior Notes will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Senior Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 ten days following any Change of Control, the Issuers Company shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Senior Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.09 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Senior Notes pursuant to as a result of a Change of Control. The Change of Control OfferOffer shall remain open from the time of mailing until the Business Day preceding the Change of Control Payment Date. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Senior Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Senior Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Senior Notes or portions thereof have been tendered to and being purchased by the Issuers.
Company. The Paying Agent will promptly mail to each Holder of Senior Notes so tendered the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Company and purchases all Senior Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Curtis Sub Inc), Indenture (Goodman Conveyor Co)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to purchase all or any portion (equal to minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof) of each Holder’s Notes, at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, thereon to but excluding the date of purchasepurchase (the “Change of Control Payment”), subject to the right of Holders of the Notes Noteholders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Datean interest payment date that is on or prior to such date of purchase. Within 30 days following any a Change of Control, the Issuers Company shall send give notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to and the address of such Holder appearing in the security register, with the following information:
Trustee stating: (1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly validly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor but no later than 60 days from the date such notice is sent given (the “Change of Control Payment Date”);
; (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completed, or otherwise in accordance with customary documents as the Depositary’s proceduresCompany may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) . If any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as subject to all other Holders that properly received a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice without defectto the extent necessary to accord with the procedures of the Depository applicable to repurchases. The Issuers Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase of Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of this Section 4.14Control Offer, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.14 4.15 by virtue thereof.
(b) On At or before 11:00 a.m., New York time, on the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the IssuersCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a minimum principal amount of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuers Change of Control provisions described above shall be applicable whether or nor any other provisions of this Indenture are applicable.
(d) The Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Hornbeck Offshore Services Inc /La), Indenture (Hornbeck Offshore Services Inc /La)
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a Company at such time has given notice of redemption notice under Section 3.7 with respect to all outstanding Notes, each Holder of Notes will have the outstanding Notes as described under Section 3.07 hereof, right to require the Issuers shall make an offer Company to purchase repurchase all or any part (equal to $2,000 or integral multiples of the $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the offer described below (terms set forth in this Indenture. In the “Change of Control Offer”) at , the Company will offer a price in cash payment (the a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuers shall send Company at such time has given notice of such redemption under Section 3.7 with respect to all outstanding Notes, or, at the Company’s option, in advance of a Change of Control Offer electronically if held by Control, the Depositary or by first-class mailCompany will mail a notice to each Holder, with a copy to the Trustee and each Agent, to each Holder of Notes to describing the address of such Holder appearing in transaction or transactions that constitute the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant and offering to this Section 4.14, and that all repurchase Notes properly tendered and not properly withdrawn pursuant to on the date of such Change of Control Offer will be accepted for payment by Payment specified in the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue thereof.
(b) of such conflict. On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof of Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers.
Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Issuers shall Company is not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly properly tendered and not validly withdrawn under such the Change of Control OfferOffer or (ii) a notice of redemption for all Notes has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control, Control and may be conditional upon such the occurrence of a Change of Control, Control if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, Offer is made. The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any purchase pursuant to this Section 4.14 shall be made pursuant to the other provisions of Sections 3.02, 3.05 and 3.06 hereofthis Indenture are applicable.
Appears in 2 contracts
Sources: Indenture (Nuveen Investments Holdings, Inc.), Indenture (Nuveen Investments Holdings, Inc.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Issuer commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Change of Control Offer will be accepted to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not all Notes or portions thereof properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease Offer, (b) deposit with the Paying Agent an amount equal to accrue interest on the Change of Control Payment Date;
in respect of all Notes or portions thereof so tendered and (5c) that Holders electing otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Issuer shall not be required to have any Notes purchased pursuant make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer will be required to surrender made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
Offer or (6ii) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close notice of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance redemption with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as respect to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of outstanding Notes has been given pursuant to a Change of Control OfferSection 3.7(a). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change occurred as a result of Control Payment Datesuch compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Offer to Purchase. In addition, in connection with any Change of Control Offer.
(d) Other , if Holders of not less than as specifically provided 90% in this Section 4.14aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such offer and the Issuer, or any third party making such offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant date, to this Section 4.14 shall be made pursuant redeem all Notes that remain outstanding at a redemption price equal to the provisions price offered to each other Holder in such offer plus accrued and unpaid interest, if any, thereon, to, but not including, the date of Sections 3.02, 3.05 and 3.06 hereofsuch redemption.
Appears in 2 contracts
Sources: Indenture (Salem Media Group, Inc. /De/), Indenture (Salem Media Group, Inc. /De/)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control, the Issuers shall send Company will mail or cause to be mailed a notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to describing the address of such Holder appearing in the security register, with the following information:
(1) transaction or transactions that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of constitute the Change of Control Payment, all and offering to repurchase Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.09 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described herein by virtue thereof.
(b) . Prior to complying with the provisions of this Section 4.14, but in any event within 30 days following a Change of Control, the Company will either repay all outstanding Senior Debt, or offer to repay in full all outstanding Senior Debt and repay the Senior Debt with respect to which such offer has been accepted, or obtain the requisite consents, if any, under all outstanding Senior Debt to permit the repurchase of the Notes required by this Section 4.14. On the payment date set forth in the Change of Control Offer (the "Change of Control Payment Date"), the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, separate and hold in trust) an amount in same-day funds equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) Company. The Issuers Paying Agent shall not be required promptly mail to make a each Holder of Notes so tendered the Change of Control Offer following Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Change new Note equal in principal amount to any unpurchased portion of Control the Notes surrendered, if any; PROVIDED that each such new Note will be in a third party makes principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer in on or as soon as practicable after the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferPayment Date. Notwithstanding anything Except as described above with respect to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for this Indenture does not contain provisions that permit the Change of Control at the time of making Holders of the Change Notes to require that the Company repurchase or redeem the Notes in the event of Control Offera takeover, recapitalization or similar restructuring.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the a “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus tendered, together with accrued and unpaid interest, if any, to but excluding not including the Purchase Date, provided, that if the Company has exercised its right to redeem all of the Notes pursuant to SECTION 3.7 prior to the time the Company would be required to make an Offer to Purchase, the Company shall not be required to make an Offer to Purchase. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of purchasethe consummation of a transaction or series of transactions that constitutes a Change of Control, subject the Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the right Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. In the event that at the time of a Change of Control the terms of the Credit Agreement restrict or prohibit the repurchase of Notes as contemplated herein, then prior to the electronic delivery or mailing of record on the relevant Record Date Offer to receive interest due on the relevant Interest Payment Date. Within Purchase required in connection with a Change of Control but in any event within 30 days following any Change of Control, the Issuers Company shall send notice of such Change of Control Offer electronically (i) repay in full all Debt under the applicable Credit Agreement or, if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer doing so will be accepted for payment by the Issuers;
(2) allow the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option offer to repay in full all such Debt and repay such Debt of Holder to Elect Purchase” on the reverse of each lender who has accepted such Notes completedoffer, or otherwise in accordance with (ii) obtain the Depositary’s procedures, requisite consent under the Credit Agreement to permit the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase repurchase of the Notes as to all other Holders that properly received such notice without defectprovided in this Indenture. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall Issuer will not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the such Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to herein contemporaneously with or upon a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to SECTION 3.7. Notwithstanding anything to To the contrary herein, a extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Triumph Group Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Company has exercised its rights to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase redeem all of the Notes pursuant in accordance with Section 3.7, the Issuer will make an Offer to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price (provided that the running of such Change 60-day period shall be suspended, for up to a maximum of Control 30 days, during any period when the commencement of such Offer electronically if held to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Depositary or by first-class mailIssuer to effect such Offer to Purchase, with a copy so long as the Issuer has used and continues to the Trustee use its commercial best efforts to make and each Agent, conclude such Offer to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
Purchase promptly) and (1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control Offer provisions described above will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change applicable whether or not any other provisions of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant this Indenture are applicable. Except as described above with respect to a Change of Control Offer will be required Control, this Indenture does not contain provisions that permit the Holders to surrender such Notes, with require that the form entitled “Option of Holder to Elect Purchase” on Issuer repurchase or redeem the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close event of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notesa takeover, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission recapitalization or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedsimilar transaction. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers Issuer shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to To the contrary herein, a extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Senior Subordinated Notes will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Senior Subordinated Notes pursuant to the offer described below (the “Change of Control Offer”"CHANGE OF CONTROL OFFER") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to but excluding the date of purchase, subject to purchase (the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"CHANGE OF CONTROL PAYMENT"). Within 30 fifteen days following any Change of Control, the Issuers shall send Company will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Senior Subordinated Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Senior Subordinated Note Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Senior Subordinated Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereofControl.
(b) On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by law,
lawful, (1) accept for payment all Senior Subordinated Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Senior Subordinated Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Senior Subordinated Note Trustee for cancellation the Senior Subordinated Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Senior Subordinated Notes or portions thereof have been tendered to and being purchased by the IssuersCompany. The Paying Agent will promptly mail to each Holder of Senior Subordinated Notes so tendered the Change of Control Payment for such Senior Subordinated Notes, and the Senior Subordinated Note Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Subordinated Note equal in principal amount to any unpurchased portion of the Senior Subordinated Notes surrendered, if any; provided that each such new Senior Subordinated Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.15, but in any event within 60 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Senior Subordinated Notes required by this Section 4.15. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Senior Subordinated Note Indenture are applicable. Except as described above with respect to a Change of Control, this Senior Subordinated Note Indenture does not contain provisions that permit the Holders of the Senior Subordinated Notes to require that the Company repurchase or redeem the Senior Subordinated Notes in the event of a takeover, recapitalization or similar transaction.
(c) The Issuers shall Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Senior Subordinated Note Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Senior Subordinated Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Amended and Restated Senior Subordinated Note Indenture (Ball Corp)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Issuer commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Change of Control Offer will be accepted to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not all Notes or portions thereof properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease Offer, (b) deposit with the Paying Agent an amount equal to accrue interest on the Change of Control Payment Date;
in respect of all Notes or portions thereof so tendered and (5c) that Holders electing otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Issuer shall not be required to have any Notes purchased pursuant make a Change of Control Offer upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer will be required to surrender made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
Offer or (6ii) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close a notice of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes redemption has been given pursuant to a Change of Control OfferSection 3.7. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Datesuch conflict. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Jeffboat LLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Senior Notes will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all part (in integral multiples of the $1.00) of such Holder's Senior Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 ten days following any Change of Control, the Issuers Company shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Senior Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.09 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Senior Notes pursuant to as a result of a Change of Control. The Change of Control OfferOffer shall remain open from the time of mailing until the Business Day preceding the Change of Control Payment Date. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Senior Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Senior Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Senior Notes or portions thereof have been tendered to and being purchased by the Issuers.
Company. The Paying Agent will promptly mail to each Holder of Senior Notes so tendered the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be in a principal amount of $1.00 or an integral multiple thereof. The Issuers Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Indenture The Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Company and purchases all Senior Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Goodman Conveyor Co)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 principal amount or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control, the Issuers Company shall send mail, or cause to be mailed, a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor (or such shorter time period as may be permitted under applicable law, rules and regulations) and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.09 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof relating to such Change of this Section 4.14Control Offer, the Issuers shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described hereof by virtue thereof.
(b) . On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuers.
Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions hereof, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.13. The Issuers shall Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company will not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Laralev Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer Company to purchase all or any part of the such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding as of the date Change of purchase, Control Payment Date (the “Change of Control Payment”) in accordance with the terms set forth below (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any interest payment date); provided, however, that, notwithstanding the occurrence of a Change of Control, the Issuers Company shall send notice of such Change of Control Offer electronically if held by not be obligated to purchase the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default 4.09 in the payment event that it has exercised its right to redeem all the Notes under paragraph 5 of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures. The Company shall comply, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notesextent applicable, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offerthis Section 4.09. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.144.09, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.09(a) by virtue thereof.
(b) Within 30 days following any Change of Control, the Company shall mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the purchase date (which shall be no earlier than 10 Business Days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); and
(iv) the instructions determined by the Company, consistent with this Section 4.09, that a Holder must follow in order to have its Notes purchased.
(c) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1i) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
Offer and (2ii) deposit with pay to the Paying Agent Holders of Notes or portions thereof so tendered an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered. The Company shall promptly mail or deliver by wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and not properly withdrawn; and
the Company shall promptly execute and mail (3) deliver, or cause to be delivered, transferred by book-entry) to the Trustee for cancellation each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so accepted together with an Officer’s Certificate to the Trustee stating surrendered, if any; provided, however, that each such Notes new Note shall be in a principal amount of $2,000 or portions thereof have been tendered to and purchased by the Issuersa multiple of $1,000 in excess thereof.
(cd) In the event that at the time of such Change of Control the terms of the Credit Agreement restrict or prohibit the repurchase of Notes pursuant to this Section 4.09, then prior to the mailing of the notice to Holders provided for in Section 4.09(b) but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Indebtedness under the Credit Agreement or, if doing so will allow the purchase of Notes, offer to repay in full all Indebtedness under the Credit Agreement and repay the Indebtedness under the Credit Agreement of each lender who has accepted such offer, or (ii) obtain the requisite consent under the Credit Agreement to permit the repurchase of the Notes as provided for in Section 4.09(c).
(e) The Issuers Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers 4.09 and such third party purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Any Change of Control Offer may be made in advance conditioned on the consummation of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Cincinnati Bell Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus tendered, together with accrued and unpaid interest, if any, to but excluding not including the date of purchasePurchase Date, subject provided, that if the Company has exercised its right to the right of Holders redeem all of the Notes of record on the relevant Record Date pursuant to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy SECTION 3.7 prior to the Trustee and each Agent, to each Holder of Notes to time the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will Company would be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to make a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers Company shall not be required to make a Change of Control Offer. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. In the event that at the time of a Change of Control the terms of the Credit Agreement restrict or prohibit the repurchase of Notes as contemplated herein, then prior to the electronic delivery or mailing of the Offer to Purchase required in connection with a Change of Control but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Debt under the applicable Credit Agreement or, if doing so will allow the purchase of Notes, offer to repay in full all such Debt and repay such Debt of each lender who has accepted such offer, or (ii) obtain the requisite consent under the Credit Agreement to permit the repurchase of the Notes as provided in the Indenture. The Issuer will not be required to make a Change of Control Offer if (i) a third party makes the such Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to herein contemporaneously with or upon a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to SECTION 3.7. Notwithstanding anything to To the contrary herein, a extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Triumph Group Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date) (the “Change of Control Payment”) equal ); provided, that if the Company has exercised its right to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders redeem all of the Notes of record on the relevant Record Date pursuant to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy SECTION 3.7 prior to the Trustee and each Agent, to each Holder of Notes to time the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will Company would be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to make a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers Company shall not be required to make a Change of Control Offer following Offer. For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuer commences an Offer to Purchase for all outstanding Notes at the Exhibit 4.1 Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase.
(b) In the event that at the time of a Change of Control the terms of the Credit Agreement restrict or prohibit the repurchase of Notes as contemplated herein, then prior to the electronic delivery or mailing of the Offer to Purchase required in connection with a Change of Control but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Debt under the applicable Credit Agreement or, if doing so will allow the purchase of Notes, offer to repay in full all such Debt and repay such Debt of each lender who has accepted such offer, or (ii) obtain the requisite consent under the Credit Agreement to permit the repurchase of the Notes as provided in this Indenture.
(c) Notwithstanding anything to the contrary in this SECTION 4.13, the Issuer will not be required to make a Change of Control Offer if (i) a third party makes the such Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to herein contemporaneously with or upon a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything Offer or (ii) a notice of redemption has been given pursuant to the contrary herein, a Change of Control SECTION 3.7.
(d) An Offer to Purchase may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making launching the Offer to Purchase.
(e) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer.
Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Purchase Date with respect to such Change of Control, to redeem all Notes that remain outstanding following such purchase at a Redemption Price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant subject to the provisions right of Sections 3.02, 3.05 and 3.06 hereofregistered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date).
Appears in 1 contract
Sources: Indenture (Moog Inc.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Company will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any related transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Company commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Company may commence an Offer to Purchase in respect of a Change of Control prior to the consummation of such Change of Control if a definitive agreement for such Change of Control is in place at the time of such Offer to Purchase. If the Offer to Purchase is commenced prior to the occurrence of the Change of Control, the Offer may be conditioned upon the occurrence of the Change of Control. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “contemporaneously with or upon a Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of manner, at the Change of Control Payment, all Notes accepted for payment pursuant to times and otherwise in compliance with the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant requirements set forth herein applicable to a Change of Control Offer will be required made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption with respect to surrender such Notes, with all outstanding Notes has been given pursuant to Section 3.7 hereof and the form entitled “Option of Holder to Elect Purchase” on the reverse of Company redeems all such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedArticle III. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase each repurchase of Notes pursuant to an Offer to Purchase following a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereofthis Indenture by virtue of such compliance.
Appears in 1 contract
Sources: Indenture (Actuant Corp)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Company will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the a “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus tendered, together with accrued and unpaid interest, if any, to but excluding not including the Purchase Date; provided that if the Company has exercised its right to redeem all of the Notes pursuant to SECTION 3.7 prior to the time the Company would be required to make such Offer to Purchase, the Company shall not be required to make an Offer to Purchase. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Company commences an Offer electronically if held by to Purchase for all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control Offer provisions described above will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change applicable whether or not any other provisions of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant this Indenture are applicable. Except as described above with respect to a Change of Control Offer will be required Control, this Indenture does not contain provisions that permit the Holders to surrender such Notes, with require that the form entitled “Option of Holder to Elect Purchase” on Company repurchase or redeem the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close event of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notesa takeover, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission recapitalization or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedsimilar transaction. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall Company will not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the such Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to herein contemporaneously with or upon a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything , (ii) a notice of redemption has been given pursuant to SECTION 3.7 or (iii) there has been a Satisfaction of the Notes pursuant to the contrary herein, a terms of this Indenture. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchase. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase upon a Change of Control and the Company, or any third party making an Offer to Purchase upon a Change of Control in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control OfferPayment equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Second Change of Control Payment Date.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Triumph Group Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers each Purchaser shall have previously a right to require Reorganized Teletrac to repurchase all or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all part of the such Purchaser's Senior Secured Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101100% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, interest thereon to but excluding the date of purchase, subject to the right purchase (the"Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 20 days following any Change of Control, the Issuers shall send notice of such date upon which the Change of Control Offer electronically if held occurred (the "Change of Control Date"), Reorganized Teletrac shall send, by the Depositary or by first-first class mail, a notice to each Purchaser, with a copy to the Trustee and each Agent, to each Holder which notice shall govern the terms of Notes the Change of Control Offer. The notice to the address Purchasers shall contain all instructions and materials necessary to enable such Purchasers to tender Senior Secured Notes pursuant to the Change of such Holder appearing in the security register, with the following informationControl Offer. Such notice shall state:
(1i) that a the Change of Control Offer is being made pursuant to this Section 4.14, 6.15 and that all Senior Secured Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will shall be accepted for payment by the Issuerspayment;
(2ii) the purchase price (including the amount of accrued interest) and the purchase date, date (which will shall be no earlier than 10 30 days nor later than 60 45 days from the date such notice is sent mailed, other than as may be required by law) (the “"Change of Control Payment Date”");
(3iii) that any Senior Secured Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4iv) that that, unless the Issuers default Reorganized Teletrac defaults in the making payment of the Change of Control Paymenttherefor, all Notes any Senior Secured Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
(5v) that Holders Purchasers electing to have any Notes a Senior Secured Note purchased pursuant to a Change of Control Offer will be required to surrender such Notesthe Senior Secured Note, with the form entitled “"Option of Holder Purchaser to Elect Purchase” " on the reverse of such Notes the Senior Secured Note completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6vi) that Holders Purchasers will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Agent receives, not later than the close of business on the 10th day following the date of five Business Days prior to the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesPurchaser, the principal amount of the Senior Secured Notes tendered the Purchaser delivered for purchase, purchase and a statement that such Holder Purchaser is withdrawing its tendered Notes and its such Purchaser's election to have such Senior Secured Notes purchased;
(7vii) that if the Issuers Purchasers whose Senior Secured Notes are redeeming less than all of the Notes, the Holders of the remaining Notes purchased only in part will be issued new Senior Secured Notes and such new Notes will be equal in a principal amount equal to the unpurchased portion of the Senior Secured Notes surrendered; and
(viii) the circumstances and relevant facts regarding such Change of Control.
(b) On or before the Change of Control Payment Date, Reorganized Teletrac shall to the extent lawful (i) accept for payment all Senior Secured Notes or portions thereof property tendered pursuant to the Change of Control Offer, (ii) deposit with the Agent in U.S. dollars, an amount equal to the Change of Control Payment in respect of all Senior Secured Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Agent the Senior Secured Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Secured Notes or portions thereof being purchased by Reorganized Teletrac. The Agent shall promptly mail to each Purchaser of Senior Secured Notes so accepted the Change of Control Payment for such Senior Secured Notes, and the Agent shall promptly authenticate and mail (or cause to be transferred by book entry) to such Purchasers a new Note equal in principal amount to any unpurchased portion of the Senior Secured Notes must surrendered. Any Senior Secured Notes not so accepted shall be equal promptly mailed by Reorganized Teletrac to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for Purchaser thereof. Any amounts remaining after the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Senior Secured Notes pursuant to a Change of Control OfferOffer shall be returned by the Agent to Reorganized Teletrac. To the extent that the provisions of any securities laws or regulations conflict with the provisions of under this Section 4.146.15, the Issuers Reorganized Teletrac shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 6.15 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers provisions of Subsections (a) and (b) above shall not be required to make a Change of Control Offer following a Change of Control apply if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 Agreement applicable to a Change of Control Offer made by the Issuers Reorganized Teletrac and purchases all Senior Secured Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Senior Secured Note and Class a Warrant Purchase Agreement (Teletrac Holdings Inc)
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a Company at such time has given notice of redemption notice under Section 3.7 with respect to all outstanding Notes, each Holder will have the outstanding Notes as described under Section 3.07 hereof, right to require the Issuers shall make Company to repurchase all or any part (equal to $1,000 or an offer to purchase all integral multiple of the $1,000) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture; provided that no partial redemption shall result in a Note having a principal amount of less than $2,000. In such an event, the Company will offer described below (the a “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuers shall send Company at such time has given notice of such redemption under Section 3.7 with respect to all outstanding Notes, the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing date specified in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which date will be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue thereof.
(b) of such conflict. On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof of Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers.
Company. The paying agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuers shall Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company will not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly properly tendered and not validly withdrawn under such the Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control, Control or conditional upon such the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Credit Agreement (Music123, Inc.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such ▇▇▇▇▇▇'s Notes pursuant to the offer described below (the “"Change of Control Offer”") at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control, the Issuers shall send Company will mail or cause to be mailed a notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to describing the address of such Holder appearing in the security register, with the following information:
(1) transaction or transactions that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of constitute the Change of Control Payment, all and offering to repurchase Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.09 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described herein by virtue thereof.
(b) . Prior to complying with the provisions of this Section 4.14, but in any event within 30 days following a Change of Control, the Company will either repay all outstanding Senior Debt, or offer to repay in full all outstanding Senior Debt and repay the Senior Debt with respect to which such offer has been accepted, or obtain the requisite consents, if any, under all outstanding Senior Debt to permit the repurchase of the Notes required by this Section 4.14. On the payment date set forth in the Change of Control Offer (the "Change of Control Payment Date"), the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Trustee or with the Paying Agent (or, if the Company or any of its subsidiaries is the Paying Agent, separate and hold in trust) an amount in same-day funds equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) Company. The Issuers Paying Agent shall not be required promptly mail to make a each Holder of Notes so tendered the Change of Control Offer following Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Change new Note equal in principal amount to any unpurchased portion of Control the Notes surrendered, if any; provided that each such new Note will be in a third party makes principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer in on or as soon as practicable after the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferPayment Date. Notwithstanding anything Except as described above with respect to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for this Indenture does not contain provisions that permit the Change of Control at the time of making Holders of the Change Notes to require that the Company repurchase or redeem the Notes in the event of Control Offera takeover, recapitalization or similar restructuring.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Jitney Jungle Stores of America Inc /Mi/)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to but excluding the date of purchasepurchase or, subject in the case of repurchases of Notes prior to the right of Holders October 15, 2002 at a purchase price equal to 101% of the Notes Accreted Value thereof as of record on the relevant Record Date to receive interest due on date of repurchase plus Liquidated Damages, if any, (the relevant Interest Payment Date"Change of Control Payment"). Within 30 65 days following any Change of Control, the Issuers Company shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor (or such shorter time period as may be permitted under applicable law, rules and regulations) and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.09 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof relating to such Change of this Section 4.14Control Offer, the Issuers shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described hereof by virtue thereof.
(b) . On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuers.
Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date in accordance with Section 3.09 hereof. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Prior to complying with the provisions of the preceding paragraphs, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Indebtedness of its Subsidiaries or obtain the requisite consents, if any, under the New Credit Facility and the Senior Subordinated Notes to permit the repurchase of the Notes required by this section. The Company will not be required to purchase any Debentures until it has complied with the preceding sentence, but the Company's failure to make a Change of Control Offer when required or to purchase tendered Notes when tendered would constitute an Event of Default under this Indenture. The Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (J Crew Group Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Company has exercised its rights to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase redeem all of the Notes pursuant in accordance with Section 3.7, the Company will make an Offer to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice Company commences an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Company to effect such Offer to Purchase, so long as the Company has used and continues to use its commercially reasonable efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control Offer electronically if held by provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Depositary Holders to require that the Company repurchase or by first-class mail, with a copy to redeem the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security registerevent of a takeover, with the following information:
(1) that recapitalization or similar transaction. The Company shall not be required to make a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such upon a Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to if a third party makes the Change of Control Offer will cease to accrue interest on the contemporaneously with or upon a Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined made by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided Company and (b) any Holder fails to receive purchases all Notes validly tendered and not withdrawn under such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Dateprovisions of this Indenture by virtue of such conflict. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Ashland Inc.)
Offer to Purchase upon Change of Control.
(a) If Upon the occurrence of a Change of Control occursControl, unless each Holder shall have the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer Company to purchase all or any portion (provided that such portion is a Permitted Denomination) of the Notes such Holder’s Notes, pursuant to the an offer described below in this Section 4.15 (the a “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, interest thereon to but excluding the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any a Change of Control, the Issuers Company shall send give notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to and the address of such Holder appearing in the security register, with the following informationTrustee stating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly validly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor but no later than 60 days from the date such notice is sent given (the “Change of Control Payment Date”);
; (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completed, or otherwise in accordance with customary documents as the Depositary’s proceduresCompany may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not no later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion must be a Permitted Denomination. If any of the Notes must be equal subject to a minimum Change of $2,000 or an integral multiple Control Offer is in the form of $1,000a Global Note, in each case in principal amount; and
(8) then the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive Company shall modify such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity extent necessary to accord with the procedures of the proceedings for Depository applicable to repurchases. Further, the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase of Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of this Section 4.14Control Offer, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described above by virtue thereof.
(b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the IssuersCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a Permitted Denomination. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuers Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable.
(d) The foregoing provisions of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything .
(e) The provisions of this Section 4.15 relating to the contrary herein, Company’s obligation to make a Change of Control Offer may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for with the Change of Control at the time of making written consent of the Change holders of Control Offera majority in aggregate principal amount of the then outstanding Notes.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes purchased, if any, to but excluding the date of purchase, subject to repurchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 ten days following any Change of Control, the Issuers shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will shall be accepted for payment by the Issuerspayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and shall continue to accrue interest;
(4) that that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedurestransfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes will being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 or an in integral multiple multiples of $1,000, 1,000 in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity excess of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.10 or 4.15 of this Section 4.14Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under Section 3.10 or this Section 4.14 4.15 by virtue thereofof such conflict.
(b) On the Change of Control Payment Date, the Issuers willshall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or in integral multiples of $1,000 in excess of $2,000. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Notwithstanding anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer following upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers 4.15 and Section 3.10 hereof and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
, or (d2) Other than as specifically provided in this Section 4.14, any purchase a notice of redemption has been given pursuant to this Indenture as described above under Section 4.14 shall be made pursuant to 3.03 hereof, unless and until there is a default in payment of the provisions of Sections 3.02, 3.05 and 3.06 hereofapplicable redemption price.
Appears in 1 contract
Sources: Indenture (Wynn Las Vegas LLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuers have previously right to require Holdings to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to March 15, 2003) or 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to but excluding the date of purchasepurchase (if such date of purchase is after March 15, subject to 2003) (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control, Holdings will mail a notice to each Holder describing the Issuers shall send notice of such transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.9 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Holdings shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers willHoldings shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuers.
(c) Holdings. The Issuers shall not be required Paying Agent will promptly mail to make a Change each Holder of Control Offer following a Change of Control if a third party makes Notes so tendered the Change of Control Offer Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the mannerNotes surrendered, at the times and otherwise if any; provided that each such new Note will be in compliance with the requirements set forth in this Section 4.14 applicable to a principal amount of $1,000 or an integral multiple thereof. The Change of Control Offer made by the Issuers and purchases all Notes validly tendered and provisions described above will be applicable whether or not validly withdrawn under such Change any other provisions of Control Offerthis Indenture are applicable. Notwithstanding anything Except as described above with respect to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for this Indenture does not contain provisions that permit the Change of Control at the time of making Holders of the Change Notes to require that Holdings repurchase or redeem the Notes in the event of Control Offera takeover, recapitalization or similar transaction.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Ap Holdings Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “"Change of Control Offer”") to each holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder's Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to but excluding the date of purchasepurchase (the "Change of Control Payment"), subject provided that if the date of purchase is on or after an interest record date and on or before the related interest payment date, any accrued interest shall be paid to the right Person in whose name a Note is registered at the close of Holders business on such record date, and no additional interest shall be paid or payable to holders who tender Notes pursuant to the Change of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Offer. Within 30 thirty (30) days following any Change of Control, the Issuers Company shall send mail a notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
holder stating: (1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.12 and that all Notes properly or portions thereof tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor later than 60 40 days (unless required by applicable law) from the date such notice is sent mailed (the “"Change of Control Payment Date”");
; (3) that any Note or portion thereof not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
interest in accordance with its terms; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5) that Holders holders electing to have any Notes or portions thereof purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of such the Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notesholder, the principal amount of Notes tendered or portions thereof delivered for purchase, and a statement that such Holder holder is withdrawing its tendered Notes and its his election to have such Notes or portions thereof purchased;
; and (7) that if the Issuers holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 1,000 in principal amount or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectthereof. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to or portions thereof in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereofControl.
(b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1i) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate stating the Notes or portions thereof tendered to the Trustee stating that Company. The Paying Agent shall promptly mail to each holder of Notes so accepted payment in an amount equal to the purchase price for such Notes or portions thereof have been tendered thereof, and the Trustee shall promptly authenticate and mail to and purchased by each holder a new Note equal in principal amount to any unpurchased portion of the Issuers.
(c) Notes surrendered, if any; provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuers Company shall not be required to make a Change publicly announce the results of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for on or as soon as practicable after the Change of Control at the time of making of the Change of Control OfferPayment Date.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Concord Camera Corp)
Offer to Purchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuers Company has exercised any right to redeem the Senior Notes, each Holder thereof will have previously the right to require that the Company repurchase all or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all portion (in excess of the $2,000 in integral multiples of $1,000) of such Holder’s Senior Notes pursuant to an offer by the offer described below Company (the a “Change of Control Offer”) at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Senior Notes repurchased, but not including, to but excluding the date of purchase, subject to repurchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any Change of Control Triggering Event, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuers shall send Company will mail a notice of to each such Change of Control Offer electronically if held by the Depositary or by first-class mailHolder, with a copy to the Trustee and each AgentTrustee, to each Holder which terms will govern the terms of Notes to the address Change of such Holder appearing in the security registerControl Offer. Such notice shall state, with the following informationamong other things:
(1i) that a the Change of Control Offer is being made pursuant to this Section 4.14, 5.01 and that all Senior Notes properly tendered will be accepted for payment;
(ii) that a Change of Control Triggering Event has occurred and not properly withdrawn pursuant that such Holder has the right to require the Company to repurchase all or a portion of such ▇▇▇▇▇▇’s Senior Notes at the Change of Control Payment;
(iii) the circumstances and relevant facts regarding such Change of Control Offer will be accepted for payment by the IssuersTriggering Event;
(2iv) the purchase price and the purchase repurchase date, which will shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed, other than as may be required by law (the “Change of Control Payment Date”);
(3v) the instructions, as determined by the Company, consistent with this Section 5.01;
(vi) that any Senior Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4vii) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5viii) that Holders electing to have any Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Senior Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Senior Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6ix) that Holders each Holder will be entitled to withdraw their tendered Notes and their its election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notessuch Holder, the principal amount of Senior Notes tendered delivered for purchase, and a statement that such Holder ▇▇▇▇▇▇ is withdrawing its tendered Notes and its his election to have such the Senior Notes purchased;; and
(7x) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Senior Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Senior Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000, 1,000 in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectexcess thereof. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase repurchase of the Senior Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.145.01, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 5.01 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by law,lawful:
(1i) accept for payment all Senior Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and not of Senior Notes properly withdrawntendered; and
(3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Senior Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Senior Notes or portions thereof have been tendered to and of Senior Notes being purchased by the IssuersCompany. The Paying Agent will promptly deliver to each Holder of Senior Notes properly tendered the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and cause to be transferred by book entry or otherwise deliver to each such Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each new Senior Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Change of Control Offer, if mailed prior to the date of consummation of the Change of Control, will state that the offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
(d) Other than as specifically provided Notwithstanding anything to the contrary in this Section 4.145.01, any purchase pursuant the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 shall be made pursuant to the provisions 5.01 and purchases all Senior Notes properly tendered and not withdrawn under such Change of Sections 3.02, 3.05 and 3.06 hereofControl Offer.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursTriggering Event, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Issuer will make an Offer to Purchase all of the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer at a Purchase Price in cash equal to purchase all 101% of the Notes pursuant principal amount tendered, together with accrued interest, if any, to but not including the offer described below (the “Change of Control Offer”) at a price in cash Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within (i) within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the occurrence of any Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesTriggering Event, the principal amount Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such 30-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Issuer to effect such Offer to Purchase, so long as the Issuer has used and continues to use its commercially reasonable efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered for purchase, and a statement that pursuant to the Offer to Purchase are purchased on the terms of such Holder is withdrawing its tendered Notes and its election Offer to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes Purchase. The Issuer will be issued new Notes and such new Notes will be equal in principal amount required to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict in connection with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed any Offer to have breached its obligations under this Section 4.14 by virtue thereof.
(b) Purchase as described above. On the Change of Control Payment Purchase Date, the Issuers willIssuer shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
such Offer to Purchase, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuers.
Issuer. The Paying Agent will promptly mail (cor wire transfer) to each Holders so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Issuers shall Issuer will announce the results of such Offer to Purchase to all Holders on or as soon as practicable after the Purchase Date. The Issuer will not be required to make an Offer to Purchase upon a Change of Control Triggering Event if (i) a third party makes such Offer following to Purchase contemporaneously with or upon a Change of Control if a third party makes the Change of Control Offer Triggering Event in the manner, at the times and otherwise in compliance with the requirements set forth in of this Section 4.14 applicable to a Change of Control Offer made by the Issuers Indenture and purchases all Notes validly tendered and not validly withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant Section 3.3. To the extent that any applicable securities laws or regulations conflict with the Change of Control Offerprovisions of this Indenture, the Issuer will comply with such laws and regulations, and no Default or Event of Default shall be deemed to have occurred as a result of such compliance. Notwithstanding anything In addition, an Offer to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Kemet Corp)
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless and the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all Company does not redeem the outstanding Notes as described under in Section 3.07 hereofhereof within 60 days after the Change of Control, each Holder of Notes shall have the Issuers shall make right to require the Company to repurchase all or any part, equal to $1,000 or an offer to purchase all integral multiple of the $1,000, of that Holder's Notes pursuant to the offer described below (the “"Change of Control o▇ ▇▇▇▇rol Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control, the Issuers Company shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue thereofof such conflict.
(b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by lawlawful,
(1) accept for payment all Notes issued by them or portions thereof of the Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of the Notes properly withdrawntendered; and
(3) deliverdeliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of the Notes being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail, or cause to be deliveredtransferred by book entry, to the Trustee for cancellation each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so accepted together surrendered, if any; provided that each new Note shall be in a principal amount of $1,000 or an integral multiple of $1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with an Officer’s Certificate respect to a Change of Control, this Indenture does not contain provisions that permit the Trustee stating Holders of the Notes to require that such the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or portions thereof have been tendered to and purchased by the Issuerssimilar transaction.
(c) The Issuers Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly properly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Ball Corp)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “a "Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes purchased, if any, to but excluding the date of purchase, subject to repurchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 ten days following any Change of Control, the Issuers shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will shall be accepted for payment by the Issuerspayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and shall continue to accrue interest;
(4) that that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “"Option of Holder to Elect Purchase” on " attached to the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedurestransfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes will being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 1,000 in principal amount or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectthereof. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.10 or 4.15 of this Section 4.14Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under Section 3.10 or this Section 4.14 4.15 by virtue thereofof such conflict.
(b) On the Change of Control Payment Date, the Issuers willshall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Notwithstanding anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer following upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers 4.15 and Section 3.10 hereof and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
, or (d2) Other than as specifically provided in this Section 4.14, any purchase a notice of redemption has been given pursuant to this Indenture as described above under Section 4.14 shall be made pursuant to 3.03 hereof, unless and until there is a default in payment of the provisions of Sections 3.02, 3.05 and 3.06 hereofapplicable redemption price.
Appears in 1 contract
Sources: Indenture (Wynn Resorts LTD)
Offer to Purchase upon Change of Control. (a) If Within 30 days following the occurrence of a Change of Control occursor, at the Company’s option, prior to the consummation of a Change of Control but after the Change of Control is publicly announced, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Company has exercised its right to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase redeem all of the Notes pursuant in accordance with Section 3.7, the Company will send a notice to each Holder with a copy to the offer described below (Trustee describing the “transaction or transactions that constitute or may constitute the Change of Control Offer”) and making an Offer to Purchase to the Holders of all of the outstanding Notes at a price Purchase Price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof tendered, plus accrued and unpaid interest, if any, to to, but excluding not including the date of purchasePurchase Date, subject to the right of Holders of the Notes of record on the relevant Record Purchase Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of specified in such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which date will be no earlier than 10 days nor and no later than 60 days from the date on which such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered mailed or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Paymentsent, all Notes accepted for payment pursuant to the Change procedures required by this Indenture and described in such notice. For purposes of Control the foregoing, an Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing Purchase shall be deemed to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
been made if (6i) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price (provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Company to effect such Offer to Purchase, so long as the Company has used and continues to use its commercially reasonable efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Company shall not be required to make an Offer to Purchase upon a Change of Control noticeif (i) a third party makes such Offer to Purchase contemporaneously with or upon a Change of Control in the manner, an electronic transmission (including in PDF), a facsimile transmission or letter or at the times and otherwise in accordance compliance with the Depositary’s procedures, setting requirements set forth the name herein and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes redemption has been given as described in Section 3.7. The Company will be issued new Notes and such new Notes will be equal in principal amount required to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with any repurchase of the purchase of Notes pursuant to a Change of Control Offeras described above. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall not will be deemed to have breached complied with its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Dateprovisions of this Indenture by virtue of such compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect exercised their rights to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase redeem all of the Notes pursuant in accordance with Section 3.7, the Issuers will make an Offer to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control commence an Offer electronically if held by to Purchase for all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest Purchase are purchased on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse terms of such Notes completed, or otherwise in accordance with the Depositary’s procedures, Offer to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereofPurchase.
(b) On the The Change of Control Payment Dateprovisions described in Section 4.14(a) will be applicable whether or not any other provisions of this Indenture are applicable. Except as described in Section 4.14(a) with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them repurchase or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation redeem the Notes so accepted together with an Officer’s Certificate to in the Trustee stating that such Notes event of a takeover, recapitalization or portions thereof have been tendered to and purchased by the Issuerssimilar transaction.
(c) The Issuers shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer.
(d) The Issuers are required to comply with the applicable requirements of Rule 14e- 1 under the Exchange Act and any other applicable securities laws or regulations in connection with any repurchase of the Notes as described above. Notwithstanding anything To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the contrary herein, a Change of Control provisions of this Indenture by virtue of such conflict.
(e) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Bumble Bee Capital Corp.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the a “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus tendered, together with accrued and unpaid interest, if any, to but excluding not including the Purchase Date; provided that if the Company has exercised its right to redeem all of the Notes pursuant to SECTION 3.7 prior to the time the Company would be required to make such Offer to Purchase, the Company shall not be required to make an Offer to Purchase. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Issuer commences an Offer electronically if held by to Purchase for all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control Offer provisions described above will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change applicable whether or not any other provisions of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant this Indenture are applicable. Except as described above with respect to a Change of Control Offer will be required Control, this Indenture does not contain provisions that permit the Holders to surrender such Notes, with require that the form entitled “Option of Holder to Elect Purchase” on Issuer repurchase or redeem the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close event of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notesa takeover, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission recapitalization or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedsimilar transaction. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall Issuer will not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the such Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to herein contemporaneously with or upon a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to SECTION 3.7. Notwithstanding anything to To the contrary herein, a extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchase. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase upon a Change of Control and the Company, or any third party making an Offer to Purchase upon a Change of Control in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control OfferPayment equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Second Change of Control Payment Date.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Triumph Group Inc)
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a Company at such time has given notice of redemption notice under Section 3.7 with respect to all outstanding Notes, each holder of Notes will have the outstanding Notes as described under Section 3.07 hereof, right to require the Issuers shall make an offer Company to purchase repurchase all or any part (equal to $2,000 or integral multiples of the $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the offer described below (terms set forth in this Indenture. In the “Change of Control Offer”) at , the Company will offer a price in cash payment (the a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuers shall send Company at such time has given notice of such redemption under Section 3.7 with respect to all outstanding Notes, or, at the Company’s option, in advance of a Change of Control Offer electronically if held by Control, the Depositary or by first-class mailCompany will mail a notice to each Holder, with a copy to the Trustee and each Agent, to each Holder of Notes to describing the address of such Holder appearing in transaction or transactions that constitute the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant and offering to this Section 4.14, and that all repurchase Notes properly tendered and not properly withdrawn pursuant to on the date of such Change of Control Offer will be accepted for payment by Payment specified in the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue thereof.
(b) of such conflict. On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof of Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers.
Company. The Paying Agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Issuers shall Company will not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly properly tendered and not validly withdrawn under such the Change of Control Offer, (ii) a notice of redemption has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the applicable redemption price or (iii) if the Company’s obligations under this Indenture are defeased as described under Section 8.8 on or promptly following the Change of Control. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control, Control and may be conditional upon such the occurrence of a Change of Control, Control if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Offer is made. The provisions described above that require the Company to make a Change of Control Offer following a Change of Control, and the related provision of Section 4.143.9, will be applicable whether or not any purchase pursuant to this Section 4.14 shall be made pursuant to the other provisions of Sections 3.02, 3.05 and 3.06 hereofthis Indenture are applicable.
Appears in 1 contract
Sources: Indenture (VWR Funding, Inc.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the Issuers have previously right to require AirGate to repurchase all or substantially concurrently mailed any part, equal to $1,000 or deliveredan integral multiple thereof, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to but excluding the date of purchase, purchase (subject to the right of Holders of the Notes holders of record on the relevant Record Date date to receive interest due on the relevant Interest Payment Dateinterest payment date) (the "Change of Control Payment"). Within 30 days following any Change of Control, AirGate will mail a notice to each Holder describing the Issuers shall send notice of such transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.9 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers AirGate shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers willAirGate shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by AirGate. The Paying Agent will promptly mail to each Holder of Notes so tendered the Issuers.
Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. AirGate will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuers Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that AirGate repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. AirGate shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers AirGate and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to To the contrary herein, a Change extent that the provisions of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for any securities laws or regulations conflict with the Change of Control at provisions of this Indenture, AirGate will comply with the time of making of applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereofthis Indenture by virtue of such conflict.
Appears in 1 contract
Sources: Indenture (Airgate PCS Inc /De/)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Company has exercised its right to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase redeem all of the Notes pursuant in accordance with Section 3.7, the Company will make an Offer to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, Purchase. The Company shall not be required to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that make a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such upon a Change of Control Offer will be accepted for payment by the Issuers;
if (2i) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to a third party makes the Change of Control Offer will cease to accrue interest on the contemporaneously with or upon a Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer will be required to surrender made by the Company and purchases all Notes validly tendered and not withdrawn under such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
Offer or (6ii) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close a notice of business on the 10th day following the date redemption has been given pursuant Section 3.7 of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedthis Supplemental Indenture. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with any repurchase of the purchase of Notes pursuant to a Change of Control Offeras described in Section 3.9. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Supplemental Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall not will be deemed to have breached complied with its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereofthis Supplemental Indenture by virtue of such compliance.
Appears in 1 contract
Sources: Supplemental Indenture (Olin Corp)
Offer to Purchase upon Change of Control. (a) If a Upon the occurrence of any Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary issued a notice of redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to previously or concurrently as described in Section 3.7, each Holder will have the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestright, if anyexcept as provided below, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, require that the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary purchase all or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
any portion (1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that Holder’s Notes for a cash price (the “Change of Control Purchase Price”) equal to 101.0% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase.
(b) Not later than 30 days following any Change of Control, the Issuers will deliver, or cause to be delivered, to the Holders, with a copy to the Trustee, a notice:
(1) describing the transaction or transactions that constitute the Change of Control;
(2) offering to purchase, pursuant to the procedures required by this Indenture and described in each case the notice (a “Change of Control Offer”), on a date specified in principal amountthe notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is delivered (the “Change of Control Payment Date”), and for the Change of Control Purchase Price, all Notes properly tendered by such Holder pursuant to such Change of Control Offer prior to 5:00 p.m. New York time on the second Business Day preceding the Change of Control Payment Date; and
(8) 3) describing the other instructionsprocedures, as determined by the Issuers, consistent with this Section 4.14Indenture, that a Holder Holders must follow.
(a) follow to accept the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(bc) On or before the Change of Control Payment Date, the Issuers will, to the extent permitted by law,lawful:
(1) deposit with the applicable tender agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered;
(2) accept for payment all Notes issued by them or portions thereof of Notes (of a minimum of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers.
(cd) The applicable tender agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and, in the case of non-global forms of Notes, the Trustee will promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, then with respect to Holders who have tendered their Notes for purchase pursuant to the Change of Control Offer, any accrued and unpaid interest, if any, to, but excluding, the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date.
(f) A Change of Control Offer will be required to remain open for at least 20 Business Days or for such longer period as is required by applicable law. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of purchase.
(g) The Issuers shall will not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly properly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption with respect to all outstanding Notes has been given pursuant to this Indenture as described in Section 3.7 unless or until there is a default in payment of the applicable redemption price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuers have made an offer to purchase (such offer to purchase described in this Section 4.13(g)(iii), an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. The provisions under this Indenture relating to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of the Notes.
(h) If Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer or Alternate Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described above, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer, as applicable, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Purchase Price or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Purchase Price or Alternate Offer price, as applicable, accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(i) The Issuers will comply with all applicable securities legislation in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act, and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuers shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance.
(j) The provisions in this Section 4.13 may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
(k) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer or Alternate Offer.
(d) Other than as specifically provided . The closing date of any such Change of Control Offer made in this Section 4.14, any purchase pursuant advance of a Change of Control may be changed to this Section 4.14 shall be made pursuant conform to the provisions actual closing date of Sections 3.02the Change of Control, 3.05 and 3.06 hereofwhether or not later than 60 days from the date the Change of Control Offer notice is delivered as described above.
Appears in 1 contract
Sources: Indenture (Venator Materials PLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such Change 30-day period shall be suspended, for up to a maximum of Control 30 days, during any period when the commencement of such Offer electronically if held to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Depositary or by first-class mailIssuer to effect such Offer to Purchase, with a copy so long as the Issuer has used and continues to the Trustee use its commercially reasonable efforts to make and each Agent, conclude such Offer to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
Purchase promptly) and (1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest Purchase are purchased on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse terms of such Notes completed, or otherwise in accordance with the Depositary’s procedures, Offer to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedPurchase. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and any regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes as a result of a Change of Control. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes pursuant or portions thereof being purchased by the Issuer. The Paying Agent will promptly mail (or wire transfer) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Issuer will announce the results of the Change of Control Offer to all Holders on or as soon as practicable after the Purchase Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control OfferOffer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.7. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Dateprovisions of this Indenture by virtue of such conflict. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Ryerson Holding Corp)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuers have previously right to require the Issuer to repurchase all or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all part of the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer at a Purchase Price in cash equal to purchase all 101% of the Notes principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date pursuant to the offer described below (the “Change of Control Offer”) at a price in cash an Offer to Purchase (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Issuer commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Change of Control Offer will be accepted to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not all Notes or portions thereof properly tendered or properly tendered and properly withdrawn will remain outstanding and continue pursuant to accrue interest;
the Offer to Purchase, (4b) that unless deposit with the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant Paying Agent an amount equal to the Change of Control Offer will cease to accrue interest on the Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control Payment Date;
(5) that Holders electing provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Issuer will not be required to have any Notes purchased pursuant make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer will be required to surrender such Notes, Purchase contemporaneously with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to upon a Change of Control Offerin the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to an Offer to Purchase made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to Section 3.7(a) or Section 3.7(b). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change occurred as a result of Control Payment Datesuch compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of ControlControl (an “Advanced Change of Control Offer”), conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase. The Issuer will not be required to make another Offer to Purchase upon such Change of Control Offer.
(d) Other if an Advanced Change of Control Offer has already been made. In the event that Holders of not less than as specifically provided in this Section 4.1490% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase upon a Change of Control and the Issuer purchases all of the Notes held by such Holders, any within 90 days of such purchase, the Issuer will have the right, upon not less than 15 days’ nor more than 60 days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase pursuant to this Section 4.14 shall be made pursuant at the Purchase Price plus, to the provisions extent not included in the Purchase Price, accrued and unpaid interest on the Notes to the date of Sections 3.02, 3.05 and 3.06 hereofredemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If Upon the ----------------------------------------- occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Company will be required to make an offer to purchase all of the Notes pursuant to the offer described below (the “a "Change of Control Offer”") to purchase all Outstanding Notes at a 108 purchase price in cash (the “"Change of Control Payment”Purchase Price") equal to 101% of the aggregate their principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase; provided, however, that installments of interest whose Stated Maturity -------- ------- or date scheduled payment is on or prior to the date of purchase shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant record date according to their terms and the provisions of Section 3.08. The Company shall, within 30 days following the date the Company becomes aware of the consummation of a transaction that results in a Change of Control, mail an Offer Document with respect to an Offer to Purchase all Outstanding Notes. Each holder shall be entitled to tender all or any portion of the Notes owned by such Holder pursuant to the Offer to Purchase, subject to the right requirement that any portion of Holders a Note tendered must be tendered in an integral multiple of $1,000 principal amount. Any Note that is to be purchased only in part shall be surrendered to the Notes Paying Agent with, if the Company or Trustee so requires, due endorsement by or a written instrument of record on transfer in form satisfactory to the relevant Record Date to receive interest due on Company and the relevant Interest Payment Date. Within 30 days following any Change of ControlTrustee duly executed by, the Issuers Holder thereof or such Holder's attorney duly authorized in writing. The Company shall send notice perform its obligations specified in the Offer Document for the Offer to Purchase. On or prior to the Purchase Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Offer to Purchase, (ii) deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) money sufficient to pay the Purchase Price of such Change of Control Offer electronically if held by the Depositary all Notes or by first-class mail, with a copy portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be so accepted together with an Officers' Certificate stating the Notes or portions thereof accepted for payment by the Issuers;
Company. The Paying Agent (2or the Company, if so acting) shall promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the purchase price Purchase Price for each $1,000 of Notes so accepted, and the purchase dateCompany shall promptly execute and the Trustee shall, which will be no earlier than 10 days nor later than 60 days from upon receipt of such Officers' Certificate, promptly authenticate and mail or deliver to such Holders a new Note or Notes equal in principal amount to any unpurchased portion of the date such notice is sent (Note surrendered as requested by the “Change of Control Payment Date”);
(3) that any Holder. Any Note not properly tendered accepted for payment shall be promptly mailed or properly tendered and properly withdrawn will remain outstanding and continue delivered by the Company to accrue interest;
(4) that unless the Issuers default Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. 109 Unless the Company defaults in the payment of the Change of Control PaymentPurchase Price, all Notes any Note accepted for payment pursuant to the Change of Control Offer will to Purchase shall cease to accrue interest on after the Change of Control Payment Purchase Date;
(5) that Holders electing . If an offer is made to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with repurchase the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer, the Company shall comply with all tender offer rules under state and Federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14(e) thereunder, to the extent applicable to such offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities such laws and regulations and shall not be deemed to have breached its obligations under are inconsistent with this Section 4.14 by virtue thereof10.15, such laws and regulations will control.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Afc Enterprises Inc)
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a Company at such time has given notice of redemption notice under Section 3.7 with respect to all outstanding Notes, each Holder will have the outstanding Notes as described under Section 3.07 hereof, right to require the Issuers shall make Company to repurchase all or any part (equal to $1,000 or an offer to purchase all integral multiple of the $1,000) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture; provided that no partial redemption shall result in a Note having a principal amount of less than $2,000. In such an event, the Company will offer described below (the a “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuers shall send Company at such time has given notice of such redemption under Section 3.7 with respect to all outstanding Notes, the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing date specified in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which date will be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue thereof.
(b) of such conflict. On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof of Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers.
Company. The paying agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1.00 in excess thereof. The Issuers shall Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company will not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly properly tendered and not validly withdrawn under such the Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control, Control or conditional upon such the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Credit Agreement (Music123, Inc.)
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless and the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all Company does not redeem the outstanding Notes as described under in Section 3.07 hereofhereof within 60 days after the Change of Control, each Holder of Notes will have the Issuers shall make right to require the Company to repurchase all or any part, equal to $2,000 or an offer to purchase all integral multiple of the $1,000 in excess thereof, of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest, if any, interest to but excluding the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any Change of Control, or, at the Issuers shall send notice Company’s option, prior to the consummation of such Change of Control Offer electronically if held by but after the Depositary or by first-class mailpublic announcement thereof, with the Company will mail a copy to the Trustee and each Agent, notice to each Holder of Notes to describing the address of such Holder appearing in transaction or transactions that constitute the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant and offering to this Section 4.14, and that all repurchase Notes properly tendered and not properly withdrawn pursuant to on the date specified in such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which date will be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Supplemental Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Supplemental Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Supplemental Indenture by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by lawlawful,
(1) accept for payment all Notes issued by them or portions thereof of the Notes (in integral multiples of $1,000) properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of the Notes properly withdrawntendered; and
(3) deliverdeliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of the Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail, or cause to be deliveredtransferred by book entry, to the Trustee for cancellation each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so accepted together surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Supplemental Indenture are applicable. Except as described above with an Officer’s Certificate respect to a Change of Control, this Supplemental Indenture does not contain provisions that permit the Trustee stating Holders of the Notes to require that such the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or portions thereof have been tendered to and purchased by the Issuerssimilar transaction.
(c) The Issuers shall Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Supplemental Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly properly tendered and not validly withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a Company at such time has given notice of redemption notice under Section 3.7 with respect to all outstanding Notes, each Holder will have the outstanding Notes as described under Section 3.07 hereof, right to require the Issuers shall make Company to repurchase all or any part (equal to $1,000 or an offer to purchase all integral multiple of the $1,000) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture; provided that no partial redemption shall result in a Note having a principal amount of less than $2,000. In such an event, the Company will offer described below (the a “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuers shall send Company at such time has given notice of such redemption under Section 3.7 with respect to all outstanding Notes, the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing date specified in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which date will be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue thereof.
(b) of such conflict. On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.lawful:
Appears in 1 contract
Sources: Credit Agreement (Music123, Inc.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Notes pursuant to the offer described below (the “Change of Control Offer”"CHANGE OF CONTROL OFFER") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinter- est and Liquidated Damages, if any, thereon to but excluding the date of purchase, subject to purchase (the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Issuers Company shall send mail a notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following informationstating:
(1i) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.14 and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuerspayment;
(2ii) the purchase price (including accrued interest) and the purchase datedate (the "CHANGE OF CONTROL PAYMENT DATE"), which will be no earlier than 10 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”)mailed;
(3iii) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4iv) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on interest, and Liquidated Damages, if any, after the Change of Control Payment Date;
(5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of such the Notes completed, or otherwise in accordance with the Depositary’s procedurestransfer by book-entry, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to not later than the close of business on the third Business Day preceding the Change of Control Payment Date;
(6vi) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such Notes purchased;
(7vii) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (or transferred by book-entry), which unpurchased portion of the Notes must be equal to a minimum of $2,000 1,000 in principal amount or an integral multiple of $1,000, in each case in principal amountthereof; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(aviii) the notice is mailed or delivered in a manner herein provided circumstances and (b) any Holder fails to receive material facts regarding such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer(including, but not limited to, information with respect to pro forma and historical financial information after giving effect to such Change of Control, and information regarding the Person or Persons acquiring control). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by lawlawful,
(1i) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawntendered; and
(3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuers.
Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; PROVIDED that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers shall Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company will not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the contrary herein, extent such laws and regulations are applicable in connection with the repurchase of the Notes as a Change of Control Offer may be made in advance result of a Change of Control, conditional upon such Change . To the extent that the provisions of Control, if a definitive agreement is in place for the Change any securities laws or regulations conflict with provisions of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereofparagraph by virtue thereof.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held exercised the option to redeem the Notes by any Depositary a redemption notice with respect notifying the noteholders to all the outstanding Notes as described under that effect provided in Section 3.07 hereofof the Indenture, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following to each Holder of Notes to repurchase all or any part (equal to $1,000 or integral multiples of that amount) of that Holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, the Issuers will be required to offer a Change of Control Payment on the Notes that are repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to Holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the Change of Control Payment Date. The notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in response to a Change of Control Offer and the Issuers, or any third party makes making the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change lieu of Control Offer made by the Issuers and purchases as provided in Section 4.15(c) of the Indenture, purchase all of the Notes validly tendered and not validly withdrawn under by such Change of Control Offer. Notwithstanding anything Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the contrary herein, a Change of Control Offer may be made described above, to redeem all Notes that remain outstanding following such purchase at a price in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making cash equal to 101% of the Change principal amount thereof plus accrued but unpaid interest to but not including the date of Control Offer.
(d) Other than as specifically provided redemption set forth in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.such notice
Appears in 1 contract
Sources: Indenture (Lennar Corp /New/)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofTriggering Event, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101101 % of the aggregate principal amount thereof plus accrued and unpaid interestinterest on the Notes purchased, if any, to but excluding the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 ten days following any Change of ControlControl Triggering Event, the Issuers shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee Triggering Event and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.11 and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will shall be accepted for payment by the Issuerspayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and shall continue to accrue interest;
(4) that that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedurestransfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder ▇▇▇▇▇▇ is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes will being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 or an in integral multiple multiples of $1,000, 1,000 in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity excess of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.11 of this Section 4.14Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.14 4.11 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuers willshall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers. The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or in integral multiples of $1,000 in excess of $2,000. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Notwithstanding anything to the contrary in this Section 4.11, the Issuers shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers 4.11 and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
, or (d2) Other than as specifically provided in this Section 4.14, any purchase a notice of redemption has been given pursuant to this Indenture as described above under Section 4.14 shall be made pursuant to 3.03 hereof, unless and until there is a default in payment of the provisions of Sections 3.02, 3.05 and 3.06 hereofapplicable redemption price.
Appears in 1 contract
Sources: Indenture (Wynn Las Vegas LLC)
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Issuer has exercised its right to redeem all of the outstanding Notes as described under Section 3.07 hereof3.7, the Issuers shall Issuer will make an offer Offer to purchase Purchase all of the outstanding Notes pursuant to the offer described below (the “Change of Control Offer”) at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made under this Section 4.14 if (i) within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, or, at our option, prior to any Change of Control, but after the public announcement of the Change of Control, the Issuer or a third party (including for this purpose any Affiliate of the Issuer) commences an Offer to Purchase all of the outstanding Notes at the Purchase Price and (ii) all Notes validly tendered and not withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase, (b) deposit with the Paying Agent an amount equal to 101the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Issuer shall not be required to make an Offer to Purchase upon a Change of Control if (i) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to an Offer to Purchase made by the Issuer and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase or (ii) a notice of redemption for all outstanding Notes has been given by the Issuer pursuant to Section 3.7(a). In the event that Holders of not less than 90% of the in aggregate principal amount thereof plus of the outstanding Notes accept an Offer to Purchase or other tender offer to purchase all of the Notes and the Company (or any third party making such Offer to Purchase or other tender offer to purchase all of the Notes in lieu of the Company as described above) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase or other tender offer to purchase all of the Notes described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in the Offer to Purchase or other tender offer, plus, to the extent not included in the Offer to Purchase or other tender offer, accrued and unpaid interest, if any, to on the Notes that remain outstanding, to, but excluding excluding, the date of purchase, redemption (subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary an interest payment date that is on or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDFredemption date), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change occurred as a result of Control Payment Datesuch compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (LiveWatch Security, LLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Issuer commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Change of Control Offer will be accepted to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not all Notes or portions thereof properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease Offer, (b) deposit with the Paying Agent an amount equal to accrue interest on the Change of Control Payment Date;
in respect of all Notes or portions thereof so tendered and (5c) that Holders electing otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Issuer shall not be required to have any Notes purchased pursuant make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer will be required to surrender made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
Offer or (6ii) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close notice of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance redemption with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as respect to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of outstanding Notes has been given pursuant to a Change of Control OfferSection 3.7(a). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change occurred as a result of Control Payment Datesuch compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder shall have the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer Company to purchase all or any portion (equal to $1,000 or an integral multiple thereof) of the Notes such Holder’s Notes, pursuant to the an offer described below in this Section 4.15 (the a “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, interest thereon to but excluding the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any a Change of Control, the Issuers Company shall send give notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to and the address of such Holder appearing in the security register, with the following information:
Trustee stating: (1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly validly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor but no later than 60 days from the date such notice is sent given (the “Change of Control Payment Date”);
; (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completed, or otherwise in accordance with customary documents as the Depositary’s proceduresCompany may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 1,000 in principal amount or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) thereof. If any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as subject to all other Holders that properly received a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice without defectto the extent necessary to accord with the procedures of the Depository applicable to repurchases. The Issuers Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase of Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of this Section 4.14Control Offer, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described above by virtue thereof.
(b) On or before 10:00 a.m. New York time on the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the IssuersCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuers Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable.
(d) The foregoing provisions of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (CGG Veritas)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such Change 30-day period shall be suspended, for up to a maximum of Control 30 days, during any period when the commencement of such Offer electronically if held to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Depositary or by first-class mailIssuer to effect such Offer to Purchase, with a copy so long as the Issuer has used and continues to the Trustee use its commercial best efforts to make and each Agent, conclude such Offer to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
Purchase promptly) and (1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest Purchase are purchased on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse terms of such Notes completed, or otherwise in accordance with the Depositary’s procedures, Offer to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedPurchase. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and any regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Purchase Date, the Issuers willIssuer shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuers.
Issuer. The Paying Agent will promptly mail (cor wire transfer) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Issuers Issuer will announce the results of the Change of Control Offer to all Holders on or as soon as practicable after the Change of Control Purchase Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Issuer shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to To the contrary herein, a Change extent that the provisions of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for any securities laws or regulations conflict with the Change of Control at provisions of this Indenture, the time of making of Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereofthis Indenture by virtue of such conflict.
Appears in 1 contract
Sources: Indenture (PNA Group Holding CORP)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a Issuer at such time has given notice of redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to Section 3.7 or as otherwise set forth in Section 4.14(d), the offer described below Issuer will, with written notice to the Holders of Notes and the Trustee, make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof tendered, plus accrued and unpaid interest, if any, to to, but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Controlnot including, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent Purchase Date (the “Change of Control Payment DatePayment”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment . For purposes of the Change of Control Paymentforegoing, all Notes accepted for payment pursuant an Offer to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing Purchase shall be deemed to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice been made if (i) prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day or within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuer commences an Offer to Purchase with respect to all outstanding Notes at the Purchase Price (provided that the running of such 30-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Issuer to effect such Offer to Purchase, so long as the Issuer has used and continues to use its commercially reasonable efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered, and not withdrawn, pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. If such notice is delivered prior to the occurrence of a Change of Control, such notice shall state that the Offer to Purchase is conditioned upon the occurrence of such Change of Control noticeand shall describe such condition, an electronic transmission and, if applicable, shall state that, in the Issuer’s sole discretion, the payment date may be delayed until such time (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less more than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) 90 days after the notice is mailed or delivered in a manner herein provided delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such repurchase may not occur and (b) any Holder fails to receive such notice may be rescinded in the event that any or a Holder receives all such notice but it is defective, such Holder’s failure to receive such notice or such defect conditions shall not affect have been satisfied by the validity of payment date, or by the proceedings for the purchase of the Notes payment date as to all other Holders that properly received such notice without defectso delayed. The Issuers Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and any regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereofControl.
(b) On the Change of Control Payment Purchase Date, the Issuers willIssuer shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the IssuersIssuer. Upon receipt from the Issuer, the Paying Agent will promptly mail (or wire transfer) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Issuer will announce the results of the Change of Control Offer to all Holders on or as soon as practicable after the Purchase Date.
(c) The Issuers Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(d) The Issuer shall not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything Offer or (ii) a notice of redemption has been given pursuant to Section 3.7.
(e) To the contrary herein, a extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict.
(f) In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture
Offer to Purchase upon Change of Control. (a) If Upon the ----------------------------------------- occurrence of a Change of Control occursControl, unless each Holder of Securities will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 principal amount or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the Notes such Holder's Securities pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control, the Issuers Company shall send mail, or cause to be mailed, a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Securities on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor (or such shorter time period as may be permitted under applicable law, rules and regulations) and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.09 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of Notes pursuant to the Securities as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof relating to such Change of this Section 4.14Control Offer, the Issuers shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described hereof by virtue thereof.
(b) . On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by them Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes Securities or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes Securities so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such Notes aggregate principal amount of Securities or portions thereof have been tendered to and being purchased by the Issuers.
Company. The Paying Agent will promptly mail to each Holder of Securities so tendered the Change of Control Payment for such Securities, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions hereof, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Securities required by this Section 4.13. The Issuers shall Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company will not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes Securities validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Advance Auto Parts Inc)
Offer to Purchase upon Change of Control. (a) If a Upon the occurrence of any Change of Control occursControl, unless the Issuers have Issuer has previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect exercised its right to redeem all of the outstanding Notes as described under Section 3.07 hereof3.7, each Holder will have the Issuers shall make an offer right to require that the Issuer purchase all or any portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder's Notes for a cash price (the "Change of Control Purchase Price") equal to 101.0% of the principal amount of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof be purchased, plus accrued and unpaid interest, if any, thereon to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within .
(b) No later than 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by Issuer will deliver, or caused to be delivered, to the Depositary or by first-class mailHolders, with a copy to the Trustee and each AgentTrustee, to each Holder of Notes to the address of such Holder appearing in the security register, with the following informationa notice:
(1) describing the transaction or transactions that constitute the Change of Control;
(2) offering to purchase, pursuant to the procedures required by this Indenture and described in the notice (a "Change of Control Offer Offer"), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is being made pursuant to this Section 4.14delivered (the "Change of Control Payment Date"), and that for the Change of Control Purchase Price, all Notes properly tendered and not properly withdrawn by such Holder pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);Offer; and
(3) describing the procedures, as determined by the Issuer, consistent with this Indenture, that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue Holders must follow to accrue interest;
(4) that unless the Issuers default in the payment of accept the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;Offer.
(5c) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with On the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day immediately preceding the Change of Control Payment Date;
(6) that Holders will be entitled , the Issuer will, to withdraw their tendered Notes and their election the extent lawful, deposit with the Paying Agent an amount equal to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including Purchase Price in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion respect of the Notes surrendered. The unpurchased portion or portions of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must followproperly tendered.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(bd) On the Change of Control Payment Date, the Issuers Issuer will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof of Notes (of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered and not properly withdrawn pursuant to the Change of Control Offer;; and
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuersIssuer.
(ce) The Issuers Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(f) If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date.
(g) A Change of Control Offer shall not be remain open for at least 20 Business Days or for such longer period as is required by law. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(h) The Issuer's obligation to make a Change of Control Offer following a Change of Control shall be satisfied if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Issuer and purchases all Notes validly properly tendered and not validly withdrawn under such Change of Control Offer.
(i) The Issuer shall comply with all applicable securities legislation in Canada and the United States and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(j) The provisions under this Indenture relating to the Issuer's obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
(k) Notwithstanding anything to the contrary hereincontained in this Indenture, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dl) Other In the event that Holders of not less than as specifically provided in this Section 4.1490% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuer purchases all of the Notes held by such Holders, any the Issuer will have the right, upon not less than 30 days' nor more than 60 days' prior notice, given not more than 30 days following the purchase pursuant to this Section 4.14 shall be made pursuant the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the provisions Change of Sections 3.02Control Purchase Price plus, 3.05 to the extent not included in the Change of Control Purchase Price, accrued and 3.06 hereofunpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Sources: Indenture (Urs Corp /New/)
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a Company gives notice of redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers Company shall be obligated to make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (to purchase each Holder’s outstanding Notes. In the “Change of Control Payment”) Offer, the Company shall offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes purchased plus accrued and unpaid interestinterest and Additional Interest thereon, if any, to but excluding the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any Change of Control, the Issuers Company shall send mail a notice of such to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy and offering to the Trustee and each Agent, to each Holder of purchase Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) on the purchase price and the purchase date, date specified in such notice (which will must be no earlier than 10 30 days nor later than 60 days from the date such notice is sent mailed, other than as required by law) (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.144.15, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue thereofof such conflict. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(b) Prior to the mailing of the notice referred to above, but in any event within 30 days following any Change of Control, the Company shall:
(i) repay in full all Obligations, and terminate all commitments, under the Senior Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full all Obligations, and terminate all commitments, under the Senior Credit Facilities and all other such Senior Debt and to repay the Indebtedness owed to (and terminate the commitments of) each lender which has accepted such offer; or
(ii) obtain the requisite consents under the Senior Credit Facilities and all other such Senior Debt to permit the purchase of the Notes as provided below.
(c) The Company shall be required to first comply with the covenant in Section 4.15(b) before it shall be required to purchase Notes or to send the notice pursuant to the provisions described in this Indenture. The Company’s failure to comply with the covenant described in Section 4.15(b) (and any failure to send the notice referred to in Section 4.15(a) as a result of a prohibition described in the first sentence of this Section 4.15(c)) may (with notice and lapse of time) constitute an Event of Default described in clause (iii), but shall not constitute an Event of Default described in clause (ii), under Section 6.01 hereof.
(d) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,lawful:
(1i) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawntendered; and
(3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the IssuersCompany.
(ce) The Issuers Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof.
(f) The provisions described in this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of this Indenture are applicable.
(g) The Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers 4.15 and purchases all Notes or portions thereof validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control commence an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest Purchase are purchased on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse terms of such Notes completed, or otherwise in accordance with the Depositary’s procedures, Offer to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedPurchase. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Purchase Date, the Issuers willshall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) otherwise comply with Section 3.9. The Issuers shall not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to Section 3.7. Notwithstanding anything to To the contrary herein, a extent that the provisions of any securities laws or regulations (including Rule 14e-1 under the Exchange Act) conflict with the Change of Control provisions or Offer to Purchase provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.14 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (APT Sunshine State LLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Stage I Notes will have the Issuers have previously right to require the Stage I Issuer to repurchase all or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all part of the outstanding Stage I Notes as described under Section 3.07 hereof, the Issuers shall make an offer at a Purchase Price in cash equal to purchase all 101% of the Notes principal amount tendered, together with accrued and unpaid interest (including, for the avoidance of doubt, pre-issuance interest), if any, to but not including the Purchase Date pursuant to the offer described below (the “Change of Control Offer”) at a price in cash an Offer to Purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Stage I Issuer commences an Offer to Purchase all outstanding Stage I Notes at the Purchase Price (which Offer to Purchase shall, in the case of any Change of Control that also constitutes a “Change of Control” under the Existing Indenture, be mailed concurrently with the corresponding offer by the Stage I Issuer to Holders of the Existing Notes) and (ii) all Stage I Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. If Holders of not less than 90% in aggregate principal amount of the outstanding Stage I Notes validly tender and do not withdraw such Stage I Notes in an Offer to Purchase upon a Change of Control and the Stage I Issuer, or any third party making the Offer to Purchase in lieu of the Stage I Issuer as described below, purchases all of the Stage I Notes validly tendered and not withdrawn by such Holders, the Stage I Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Stage I Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest (including, for the avoidance of doubt, pre-issuance interest), if any, to to, but excluding not including, the date of purchaseredemption. On the Purchase Date, subject the Stage I Issuer shall, to the right of Holders of the extent lawful, (a) accept for payment all Stage I Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy portions thereof properly tendered pursuant to the Trustee and each AgentOffer to Purchase, to each Holder of Notes to the address of such Holder appearing in the security register, (b) deposit with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant Paying Agent an amount equal to the Change of Control Offer will cease to accrue interest on the Payment in respect of all Stage I Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control Payment Date;
(5) that Holders electing provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Stage I Issuer will not be required to have any Notes purchased pursuant make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer to Purchase contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to an Offer to Purchase made by the Stage I Issuer and purchases all Stage I Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to Section 3.7(a) or Section 3.7(b) or (iii) a notice of redemption has been given pursuant Section 3.11. The Stage I Issuer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant an Offer to a Change of Control OfferPurchase. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Stage I Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change occurred as a result of Control Payment Datesuch compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: First Supplemental Indenture (Jack Cooper Logistics, LLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant Purchase to the offer described below Holders (the “Change of Control Offer”) of all of the outstanding Notes (with a copy to the Trustee) at a price Purchase Price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus tendered, together with accrued and unpaid interest, if any, to but excluding not including the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Purchase Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment . For purposes of the Change of Control Paymentforegoing, all Notes accepted for payment pursuant an Offer to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing Purchase shall be deemed to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
been made if (6i) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day within 30 days following the date of the Change consummation of Control notice, an electronic transmission (including in PDF), a facsimile transmission transaction or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name series of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement transactions that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to constitutes a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14Control, the Issuers shall comply with Issuer commences an Offer to Purchase all outstanding Notes at the applicable securities laws Purchase Price and regulations and shall not be deemed (ii) all Notes properly tendered pursuant to have breached its obligations under this Section 4.14 by virtue thereofthe Offer to Purchase are purchased on the terms of such Offer to Purchase.
(b) On the Change of Control Payment Date, the Issuers Issuer will, to the extent permitted by law,:
(1i) accept for payment all Notes issued by them or portions thereof of Notes properly tendered and not properly withdrawn pursuant to the Change of Control OfferOffer to Purchase;
(2ii) deposit with the Paying Agent paying agent an amount equal to the aggregate Change of Control Payment Purchase Price in respect of all Notes or portions thereof of Notes so tendered and not properly withdrawn(the “Change of Control Payment”); and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such all Notes or portions thereof of such Notes have been tendered to and purchased by the Issuers.
Issuer. In the event that the Issuer makes a Change of Control Payment, the Paying Agent will promptly mail to each Holder of the Notes the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note must be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuers Issuer will publicly announce the results of the Offer to Purchase on or as soon as practicable after the Change of Control Payment Date. The Issuer shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything In addition, an Offer to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of commencing the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Schulman a Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Issuer has exercised its right to redeem all of the outstanding Notes as described under Section 3.07 hereof3.7, the Issuers shall Issuer will make an offer Offer to purchase Purchase all of the outstanding Notes pursuant to the offer described below (the “Change of Control Offer”) at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made under this Section 4.14 if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice Issuer or a third party (including for this purpose any Affiliate of such Change of Control the Issuer) commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly validly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Change of Control Offer will be accepted to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not all Notes or portions thereof properly tendered or properly tendered and properly withdrawn will remain outstanding and continue pursuant to accrue interest;
the Offer to Purchase, (4b) that unless deposit with the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Issuer shall not be required to make an Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to Purchase upon a Change of Control if (i) a third party makes the Offer will be required to surrender such Notes, Purchase contemporaneously with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to upon a Change of Control Offerin the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to an Offer to Purchase made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption for all outstanding Notes has been given by the Issuers pursuant to Section 3.7(a). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change occurred as a result of Control Payment Datesuch compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Senior Subordinated Notes will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Senior Subordinated Notes pursuant to the offer described below (the “Change of Control Offer”"CHANGE OF CONTROL OFFER") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to but excluding the date of purchase, subject to purchase (the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"CHANGE OF CONTROL PAYMENT"). Within 30 fifteen days following any Change of Control, the Issuers shall send Company will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Senior Subordinated Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Senior Subordinated Note Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Senior Subordinated Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereofControl.
(b) On the Change of Control Payment Date, the Issuers Company will, to the extent permitted by law,
lawful, (1) accept for payment all Senior Subordinated Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Senior Subordinated Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Senior Subordinated Note Trustee for cancellation the Senior Subordinated Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Senior Subordinated Notes or portions thereof have been tendered to and being purchased by the IssuersCompany. The Paying Agent will promptly mail to each Holder of Senior Subordinated Notes so tendered the Change of Control Payment for such Senior Subordinated Notes, and the Senior Subordinated Note Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Subordinated Note equal in principal amount to any unpurchased portion of the Senior Subordinated Notes surrendered, if any; PROVIDED that each such new Senior Subordinated Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.15, but in any event within 60 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Senior Subordinated Notes required by this Section 4.15. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Senior Subordinated Note Indenture are applicable. Except as described above with respect to a Change of Control, this Senior Subordinated Note Indenture does not contain provisions that permit the Holders of the Senior Subordinated Notes to require that the Company repurchase or redeem the Senior Subordinated Notes in the event of a takeover, recapitalization or similar transaction.
(c) The Issuers shall Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Senior Subordinated Note Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Senior Subordinated Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a Company at such time has given notice of redemption notice under Section 2.5 with respect to all the amounts outstanding Notes as described under Section 3.07 hereofthis Note, the Issuers shall make an offer Holder will have the right to purchase require the Company to repurchase all or any part of the Notes this Note pursuant to a Change of Control Offer on the offer described below (terms set forth in this Note. In the “Change of Control Offer”) at , the Company will offer a price payment in cash (the “Change of Control Payment”) equal to 101100% of the aggregate principal amount thereof of the portion of this Note to be repurchased plus accrued and unpaid interest, if any, interest thereon to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuers shall send Company at such time has given notice of such Change redemption under Section 2.5 with respect to all amounts outstanding under this Note, or, at the Company’s option, in advance of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Control, the Company will make an Offer is being made pursuant to this Section 4.14, and Purchase containing information describing the transaction or transactions that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of constitute the Change of Control Payment, all Notes accepted for payment and offering to repurchase the Note on the specified Payment Date pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Note and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall Company will not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Note applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly this Note (or the portions thereof) when properly tendered and not validly withdrawn under such the Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to Section 2.5 of this Note unless and until there is a default in the payment of the applicable Redemption Price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control, Control and may be conditional upon such the occurrence of a Change of Control, Control if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(dc) Other than as specifically provided in this Section 4.14, The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any purchase pursuant to this Section 4.14 shall be made pursuant to the other provisions of Sections 3.02, 3.05 and 3.06 hereofthis Note are applicable.
Appears in 1 contract
Sources: Contribution and Equity Interest Purchase Agreement (Conagra Foods Inc /De/)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will be required under this Indenture to make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes, at a price Purchase Price in cash equal to 101% of the Accreted Value of the Notes tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, a Change of Control Offer shall be deemed to have been made if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Issuer commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. Any Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise conducted in accordance with the Depositary’s procedures, to the paying agent procedures specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedSection 3.9. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall Issuer will not be required to make a Change of Control an Offer following to Purchase upon a Change of Control if (i) a third party makes the such Offer to Purchase contemporaneously with or upon a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to Section 3.7. Notwithstanding anything In addition, an Offer to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making launching the Offer to Purchase. The Company will comply with the requirements of Rule 14e-1 under the Change Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Control Offer.
(d) Other than as specifically provided in Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.14, any purchase pursuant the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 Indenture, and no Default or Event of Default shall be made pursuant to the provisions occur, by virtue of Sections 3.02, 3.05 and 3.06 hereofsuch compliance.
Appears in 1 contract
Sources: Indenture (Louisiana-Pacific Corp)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Company has exercised its right to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase redeem all of the Notes pursuant in accordance with Section 3.7, the Company will make an Offer to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus tendered, together with accrued and unpaid interest, if any, to but excluding not including the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Purchase Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment DatePayment”);
. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (3i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any Note not period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Company to effect such Offer to Purchase, so long as the Company has used and continues to use its commercially reasonable efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered or properly tendered and properly withdrawn will remain outstanding and continue pursuant to accrue interest;
(4) that unless the Issuers default in Offer to Purchase are purchased on the payment terms of the such Offer to Purchase. The Change of Control Paymentprovisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, all this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes accepted for payment pursuant in the event of a takeover, recapitalization or similar transaction. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer will cease to accrue interest on the contemporaneously with or upon a Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer will be required to surrender made by the Company and purchases all Notes validly tendered and not withdrawn under such Notes, with the form entitled “Option Change of Holder to Elect Purchase” on the reverse Control Offer or (ii) a notice of such redemption of all outstanding Notes completed, or otherwise has been given in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control OfferIndenture. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Dateprovisions of this Indenture by virtue of such compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Oshkosh Corp)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Senior Notes will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Senior Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control, the Issuers Company shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Senior Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.09 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Senior Notes pursuant to as a result of a Change of Control. The Change of Control OfferOffer shall remain open from the time of mailing until the Business Day preceding the Change of Control Payment Date. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Senior Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Senior Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Senior Notes or portions thereof have been tendered to and being purchased by the Issuers.
Company. The Paying Agent will promptly mail to each Holder of Senior Notes so tendered the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Company and purchases all Senior Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Talton Invision Inc)
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have Issuer has previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof3.07, the Issuers Issuer shall make an offer Offer to purchase Purchase all of the Notes pursuant to the offer described below (at the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DatePurchase Price. Within 30 days following the consummation of any Change of Control, the Issuers Issuer shall send deliver notice of such Change of Control Offer electronically if held by the Depositary or by first-class mailto Purchase, with a copy to the Trustee and each AgentTrustee, to each Holder of Notes to the address of such Holder appearing in the security register, accordance with the following information:
(1) procedures of DTC describing the transaction or transactions that a constitute the Change of Control Offer is being made pursuant and offering to this Section 4.14, and that all repurchase Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) Purchase Price on the purchase price and date specified in the purchase datenotice, which date will be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent (delivered, pursuant to the “procedures required by this Indenture and described in such notice. If such notice is delivered prior to the occurrence of a Change of Control Payment Date”);
(3) Control, such notice shall state that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue the Offer to accrue interest;
(4) that unless Purchase is conditional on the Issuers default occurrence of such Change of Control. On the date specified in the notice for the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesPurchase Price, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers willIssuer shall, to the extent permitted by law,
(1a) accept for payment all Notes issued by them it or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control OfferOffer to Purchase;
(2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment Purchase Price in respect of all Notes or portions thereof so tendered and not properly withdrawntendered; and
(3c) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate accepted. The Paying Agent shall promptly deliver to each Holder the Purchase Price for any such Notes properly tendered, and the Trustee stating shall cause to be transferred by book entry (or promptly authenticate and deliver in the case of certificated Notes) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that such Notes each new Note will be in a principal amount of $2,000 or portions thereof have been tendered an integral multiple of $1,000 in excess thereof. The Issuer shall publicly announce the results of the Offer to and purchased by Purchase on or as soon as practicable after the Issuers.
(c) Expiration Date. The Issuers Issuer shall not be required to make a Change of Control an Offer to Purchase following a Change of Control if a third party party, including the Parent, makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control an Offer to Purchase made by the Issuers Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer to Purchase. Notwithstanding anything to the contrary herein, a Change of Control an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to an Offer to Purchase upon a Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to Control. To the extent that the provisions of Sections 3.02any securities laws or regulations conflict with the provisions of this Indenture, 3.05 the Issuer shall comply with the applicable securities laws and 3.06 hereofregulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a Company at such time has given notice of redemption notice under Section 3.7 with respect to all outstanding Notes, each holder of Notes will have the outstanding Notes as described under Section 3.07 hereof, right to require the Issuers shall make an offer to purchase repurchase all or any part (equal to $2,000 or integral multiples of the $1,000 in excess thereof or, if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof in respect of PIK Notes) of that Holder’s Notes pursuant to a Change of Control Offer on the offer described below terms set forth in this Indenture (the a “Change of Control Offer”) at a price in cash (). In the “Change of Control Payment”) Offer, the Issuers will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased, to but excluding the date of purchase, subject to the right purchase (a “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any Change of Control, unless the Issuers shall send Company at such time has given notice of such redemption under Section 3.7 with respect to all outstanding Notes, or, at the Company’s option, in advance of a Change of Control, the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to date of the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Payment specified in the notice (the “Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datePayment Date”), which will date shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Paymentmailed, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue thereof.
(b) of such conflict. On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof of Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers.
. The paying agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof (or in the case of PIK Notes, a minimum principal amount of $1.00 or integral multiples of $1.00 in excess thereof). The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuers shall will not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly properly tendered and not validly withdrawn under such the Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control, Control and may be conditional upon such the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, Offer is made. The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any purchase pursuant to this Section 4.14 shall be made pursuant to the other provisions of Sections 3.02, 3.05 and 3.06 hereofthis Indenture are applicable.
Appears in 1 contract
Sources: Indenture (Yankee Holding Corp.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer Company to purchase all or any part of the such Holder's Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to but excluding as of the date Change of purchase, Control Payment Date (the "Change of Control Payment") in accordance with the terms set forth below (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Dateinterest payment date); PROVIDED, HOWEVER, that, notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this Section 4.09 in the event that it has exercised its right to redeem all the Notes under paragraph 5 of the Notes. The Company shall comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws and regulations in connection with the purchase of Notes pursuant to this Section 4.09. To the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.09(a) by virtue thereof.
(b) Within 30 days following any Change of Control, the Issuers Company shall send mail a notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, to each Holder with a copy to the Trustee and each Agent, to each Holder (the "Change of Notes to the address of such Holder appearing in the security register, with the following informationControl Offer") stating:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.14, has occurred and that such Holder has the right to require the Company to purchase all or a portion of such Holder's Notes properly tendered at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and not properly withdrawn pursuant unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, on the relevant interest payment date);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control Offer will be accepted for payment by the IssuersControl;
(2iii) the purchase price and the purchase date, (which will shall be no earlier than 10 days Business Days nor later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) iv) the other instructions, as instructions determined by the IssuersCompany, consistent with this Section 4.144.09, that a Holder must followfollow in order to have its Notes purchased.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(bc) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1i) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
Offer and (2ii) deposit with pay to the Paying Agent Holders of Notes or portions thereof so tendered an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered. The Company shall promptly mail or deliver by wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and not properly withdrawn; and
the Company shall promptly execute and mail (3) deliver, or cause to be delivered, transferred by book-entry) to the Trustee for cancellation each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so accepted together with an Officer’s Certificate to the Trustee stating surrendered, if any; PROVIDED, HOWEVER, that each such Notes new Note shall be in a principal amount of $1,000 or portions thereof have been tendered to and purchased by the Issuersa multiple thereof.
(cd) In the event that at the time of such Change of Control the terms of the Credit Documents restrict or prohibit the repurchase of Notes pursuant to this Section 4.09, then prior to the mailing of the notice to Holders provided for in Section 4.09(b) but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Indebtedness under the Credit Documents or, if doing so will allow the purchase of Notes, offer to repay in full all Indebtedness under the Credit Documents and repay the Indebtedness under the Credit Documents of each lender who has accepted such offer or (ii) obtain the requisite consent under the Credit Documents to permit the repurchase of the Notes as provided for in Section 4.09(c).
(e) The Issuers Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers 4.09 and such third party purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Cincinnati Bell Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will, with written notice to the Trustee, make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, (i) prior to but excluding or within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such 30-day period shall send be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Issuer to effect such Offer to Purchase, so long as the Issuer has used and continues to use its commercially reasonable efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. If such notice is delivered prior to the occurrence of a Change of Control, such notice shall state that the Offer to Purchase is conditioned upon the occurrence of such Change of Control Offer electronically and shall describe such condition, and, if held by the Depositary or by first-class mailapplicable, with a copy to the Trustee and each Agentshall state that, to each Holder of Notes to the address of such Holder appearing in the security registerIssuer’s sole discretion, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will date may be required to surrender delayed until such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission time (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less more than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) 90 days after the notice is mailed or delivered in a manner herein provided delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such repurchase may not occur and (b) any Holder fails to receive such notice may be rescinded in the event that any or a Holder receives all such notice but it is defective, such Holder’s failure to receive such notice or such defect conditions shall not affect have been satisfied by the validity of payment date, or by the proceedings for the purchase of the Notes payment date as to all other Holders that properly received such notice without defectso delayed. The Issuers Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and any regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes as a result of a Change of Control. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes pursuant or portions thereof being purchased by the Issuer. The Paying Agent will promptly mail (or wire transfer) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Issuer will announce the results of the Change of Control Offer to all Holders on or as soon as practicable after the Purchase Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control OfferOffer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.7. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Dateprovisions of this Indenture by virtue of such conflict. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (BlueLinx Holdings Inc.)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes purchased, if any, to but excluding the date of purchase, subject to repurchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 ten days following any Change of Control, the Issuers shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will shall be accepted for payment by the Issuerspayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and shall continue to accrue interest;
(4) that that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedurestransfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, telex, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder ▇▇▇▇▇▇ is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes will being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 or an in integral multiple multiples of $1,000, 1,000 in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity excess of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the purchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.10 or 4.15 of this Section 4.14Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under Section 3.10 or this Section 4.14 4.15 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuers willshall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not of Notes properly withdrawntendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuers. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or in integral multiples of $1,000 in excess of $2,000. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Notwithstanding anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer following upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers 4.15 and Section 3.10 hereof and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
, or (d2) Other than as specifically provided in this Section 4.14, any purchase a notice of redemption has been given pursuant to this Indenture as described above under Section 4.14 shall be made pursuant to 3.03 hereof, unless and until there is a default in payment of the provisions of Sections 3.02, 3.05 and 3.06 hereofapplicable redemption price.
Appears in 1 contract
Sources: Indenture (Wynn Las Vegas LLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Company has exercised its rights to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase redeem all of the Notes pursuant in accordance with Section 3.7, the Issuer will make an Offer to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Issuer commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control Offer provisions described above will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control Payment Date”);
(3) Control, this Indenture does not contain provisions that any Note not properly tendered permit the Holders to require that the Issuer repurchase or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless redeem the Issuers default Notes in the payment event of a takeover, recapitalization or similar transaction. Prior to repurchasing any Notes pursuant to the provisions of this Section 4.14 but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The Company shall publicly announce the results of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on or as soon as practicable after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers Issuer shall not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the such Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to Section 3.7. Notwithstanding anything to To the contrary herein, a extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Triumph Group Inc /)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuers have previously right to require the Issuer to repurchase all or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all part of the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer at a Purchase Price in cash equal to purchase all 101% of the Notes principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date pursuant to the offer described below (the “Change of Control Offer”) at a price in cash an Offer to Purchase (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Issuer commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Change of Control Offer will be accepted to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not all Notes or portions thereof properly tendered or properly tendered and properly withdrawn will remain outstanding and continue pursuant to accrue interest;
the Offer to Purchase, (4b) that unless deposit with the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant Paying Agent an amount equal to the Change of Control Offer will cease to accrue interest on the Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control Payment Date;
(5) that Holders electing provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Issuer will not be required to have any Notes purchased pursuant make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer will be required to surrender such Notes, Purchase contemporaneously with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to upon a Change of Control Offerin the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to an Offer to Purchase made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to Section 3.7(a) or Section 3.7(b). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change occurred as a result of Control Payment Datesuch compliance. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of ControlControl (an “Advanced Change of Control Offer”), conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase. The Issuer will not be required to make another Offer to Pur-chase upon such Change of Control Offer.
(d) Other if an Advanced Change of Control Offer has already been made. In the event that Holders of not less than as specifically provided in this Section 4.1490% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase upon a Change of Control and the Issuer purchases all of the Notes held by such Hold-ers, any within 90 days of such purchase, the Issuer will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase pursuant to this Section 4.14 shall be made pursuant at the Purchase Price plus, to the provisions extent not included in the Purchase Price, accrued and unpaid interest on the Notes to the date of Sections 3.02, 3.05 and 3.06 hereofre-demption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, (i) prior to but excluding or within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such 30-day period shall send be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Issuer to effect such Offer to Purchase, so long as the Issuer has used and continues to use its commercially reasonable efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. If such notice is delivered prior to the occurrence of a Change of Control, such notice shall state that the Offer to Purchase is conditioned upon the occurrence of such Change of Control Offer electronically and shall describe such condition, and, if held by the Depositary or by first-class mailapplicable, with a copy to the Trustee and each Agentshall state that, to each Holder of Notes to the address of such Holder appearing in the security registerIssuer’s sole discretion, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will date may be required to surrender delayed until such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission time (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less more than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) 90 days after the notice is mailed or delivered in a manner herein provided delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such repurchase may not occur and (b) any Holder fails to receive such notice may be rescinded in the event that any or a Holder receives all such notice but it is defective, such Holder’s failure to receive such notice or such defect conditions shall not affect have been satisfied by the validity of payment date, or by the proceedings for the purchase of the Notes payment date as to all other Holders that properly received such notice without defectso delayed. The Issuers Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and any regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes as a result of a Change of Control. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes pursuant or portions thereof being purchased by the Issuer. The Paying Agent will promptly mail (or wire transfer) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Issuer will announce the results of the Change of Control Offer to all Holders on or as soon as practicable after the Purchase Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control OfferOffer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.7. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.14Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Dateprovisions of this Indenture by virtue of such conflict. In addition, the Issuers will, an Offer to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Ryerson Holding Corp)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuers have previously right to require the Company to repurchase all or substantially concurrently mailed any part (equal to $1,000 or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all integral multiple thereof) of the such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control, the Issuers Company shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically if held by and offering to repurchase Notes on the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of date specified in such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 10 30 days nor (or such shorter time period as may be permitted under applicable law, rules and regulations) and no later than 60 days from the date such notice is sent mailed (the “"Change of Control Payment Date”");
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by Section 3.09 hereof and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof relating to such Change of this Section 4.14Control Offer, the Issuers shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described hereof by virtue thereof.
(b) . On the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuers.
Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date in accordance with Section 3.09 hereof. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Prior to complying with the provisions of the preceding paragraphs, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Indebtedness of its Subsidiaries or obtain the requisite consents, if any, under the New Credit Facility and the Senior Subordinated Notes to permit the repurchase of the Notes required by this section. The Company will not be required to purchase any Debentures until it has complied with the preceding sentence, but the Company's failure to make a Change of Control Offer when required or to purchase tendered Notes when tendered would constitute an Event of Default under this Indenture. The Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Crew J Operating Corp)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary and a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofcorresponding Rating Decline, the Issuers Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “a "Change of Control Offer”") to purchase all or any portion (equal to $1,000 or an integral multiple thereof) of each Holder's Notes, at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days after the occurrence of a Rating Decline following any a Change of Control, the Issuers Company shall send give notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to and the address of such Holder appearing in the security register, with the following information:
Trustee stating: (1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly validly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor but no later than 60 days from the date such notice is sent given (or, if the Rating Decline occurs before the corresponding Change of Control, not more than 60 days nor less than 30 days after the occurrence of the Change of Control) (the “"Change of Control Payment Date”");
; (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
interest and Liquidated Damages, if any; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and Liquidated Damages, if any, after the Change of Control Payment Date;
; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes completed and such Notes completed, or otherwise in accordance with customary documents as the Depositary’s proceduresCompany may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 1,000 in principal amount or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) thereof. If any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as subject to all other Holders that properly received a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice without defectto the extent necessary to accord with the procedures of the Depository applicable to repurchases. The Issuers Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase of Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of this Section 4.14Control Offer, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.14 4.15 by virtue thereof.
(b) On or before 10:00 a.m. New York time on the Change of Control Payment Date, the Issuers willCompany shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the IssuersCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuers Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding the foregoing, in the event that the Notes are not rated by a Rating Agency, then the Company shall be obligated to make a Change of Control Offer upon a Change of Control in accordance with the provisions of this Section 4.15 notwithstanding the absence of a Rating Decline.
(e) The Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Ascent Energy Inc)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 30 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice of such Change of Control Issuer commences an Offer electronically if held by to Purchase all outstanding Notes at the Depositary or by first-class mail, with a copy to the Trustee Purchase Price and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest Purchase are purchased on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse terms of such Notes completed, or otherwise in accordance with the Depositary’s procedures, Offer to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedPurchase. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Purchase Date, the Issuers willIssuer shall, to the extent permitted by law,
lawful, (1a) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
, (2b) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) otherwise comply with Section 3.9. The Issuers Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Issuer shall not be required to make a Change of Control Offer following upon a Change of Control if (i) a third party makes the such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to Section 3.7. Notwithstanding anything The Notes repurchased by the Issuer pursuant to the contrary herein, a Change of Control Offer shall have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuer. The Notes purchased by a third party pursuant to the preceding paragraph shall have the status of Notes issued and outstanding. The Issuer will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities or regulations in connection with any Change of Control Offer as described above and no Default or Event of Default shall be deemed to have occurred as a result of such compliance. In addition, an Offer to Purchase may be made in advance of a Change of Control, Control or may be conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (American Woodmark Corp)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “a "Change of Control Offer”") to purchase all or any portion (equal to $1,000 or an integral multiple thereof) of each Holder's Notes, at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to but excluding the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any a Change of Control, the Issuers Company shall send give notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to and the address of such Holder appearing in the security register, with the following information:
Trustee stating: (1) that a the Change of Control Offer is being made pursuant to this Section 4.14, 4.15 and that all Notes properly validly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 10 30 days nor but no later than 60 days from the date such notice is sent given (the “"Change of Control Payment Date”");
; (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
interest and Liquidated Damages, if any; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and Liquidated Damages, if any, after the Change of Control Payment Date;
; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes completed and such Notes completed, or otherwise in accordance with customary documents as the Depositary’s proceduresCompany may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require if the Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 10th day following the date of second Business Day preceding the Change of Control notice, an electronic transmission (including in PDF)Payment Date, a telegram, facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7) that if the Issuers Holders whose Notes are redeeming less than all of the Notes, the Holders of the remaining Notes being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to a minimum of $2,000 1,000 in principal amount or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) thereof. If any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as subject to all other Holders that properly received a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice without defectto the extent necessary to accord with the procedures of the Depository applicable to repurchases. The Issuers Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the purchase of Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant relating to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.,
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) If In the event of the occurrence of a Change of Control occurs, unless (the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all date of such occurrence being the outstanding Notes as described under Section 3.07 hereof"Change of Control Date"), the Issuers Company shall make an offer to purchase all notify the Holders of the Notes pursuant to of such occurrence in the offer described below (manner prescribed by this Indenture and shall, within 30 days after the “Change of Control Offer”) Date (or, at the Company's option, prior to such Change of Control Date), make an Offer to Purchase all Notes then outstanding, and shall purchase all Notes validly tendered, at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interestinterest thereon, if any, to but excluding the date of purchase, Purchase Date (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers Company shall not be required to make a Change of Control an Offer following to Purchase upon a Change of Control if a third party makes the Change of Control Offer in to Purchase at the mannersame purchase price, at the times same time and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control an Offer to Purchase made by the Issuers Company and purchases all Notes validly tendered and not validly withdrawn under such Offer to Purchase. In addition, the Company shall not be required to make an Offer to Purchase, as provided above, if, in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an "Alternate Offer") any and all Notes validly tendered at a cash price equal to or higher than the Purchase Price and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer so long as the terms and conditions of such contemplated Change of Control Offer. Notwithstanding anything are described in reasonable detail to the contrary herein, Holders in the notice delivered in connection with such Offer to Purchase. If a Change of Control occurs which also constitutes an event of default under the Senior Credit Facility, the lenders under the Senior Credit Facility would be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the terms of the Senior Credit Facility. Accordingly, any claims of such lenders with respect to the assets of the Company and its Subsidiaries will be prior to any claim of the Holders of the Notes with respect to such assets. In addition, the subordination provisions of this Indenture prohibit the Company from complying with the Change of Control provisions. If an Offer to Purchase is made, the Company may not have available funds sufficient to pay for all of the Notes that might be made tendered by Holders of Notes seeking to accept the Offer to Purchase. If the Company fails to repurchase all of the Notes tendered for purchase, such failure will constitute an Event of Default under the Indenture. If the Company makes an Offer to Purchase, the Company will comply with all applicable tender offer laws and regulations, including, to the extent applicable, Section 14(e) of, and Rule 14e-1 under, the Exchange Act, and any other applicable federal or state securi- ties laws and regulations and any applicable requirements of any securities exchange on which the Notes are listed, and any violation of the provisions of this Indenture relating to such Offer to Purchase occurring as a result of such compliance shall not be deemed an Event of Default or an event that, with the passing of time or giving of notice, or both, would constitute an Event of Default. Except as described in advance of this covenant with respect to a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for this Indenture does not contain any provisions that permit the Change of Control at the time of making Holders of the Change Notes to require that the Company repurchase or redeem the Notes in the event of Control Offera takeover, recapitalization or similar transaction.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Amo Holdings LLC)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect Company has exercised its rights to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase redeem all of the Notes pursuant in accordance with Section 3.7, the Issuer will make an Offer to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal to 101% ). For purposes of the aggregate principal amount thereof plus accrued and unpaid interestforegoing, an Offer to Purchase shall be deemed to have been made if any, to but excluding (i) within 60 days following the date of purchase, subject to the right consummation of Holders a transaction or series of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any transactions that constitutes a Change of Control, the Issuers shall send notice Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such Change 60-day period shall be suspended, for up to a maximum of Control 30 days, during any period when the commencement of such Offer electronically if held to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Depositary or by first-class mailIssuer to effect such Offer to Purchase, with a copy so long as the Issuer has used and continues to the Trustee use its commercial best efforts to make and each Agent, conclude such Offer to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:
Purchase promptly) and (1ii) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control Offer provisions described above will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change applicable whether or not any other provisions of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant this Indenture are applicable. Except as described above with respect to a Change of Control Offer will be required Control, this Indenture does not contain provisions that permit the Holders to surrender such Notes, with require that the form entitled “Option of Holder to Elect Purchase” on Issuer repurchase or redeem the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close event of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notesa takeover, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission recapitalization or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedsimilar transaction. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers Issuer shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Issuers Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to To the contrary herein, a extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Rock-Tenn CO)
Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuers shall Issuer will make an offer Offer to purchase all of the Notes pursuant to the offer described below Purchase (the “Change of Control Offer”) all of the outstanding Notes at a price Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”) equal ), provided, that if the Company has exercised its right to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders redeem all of the Notes of record on the relevant Record Date pursuant to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy SECTION 3.7 prior to the Trustee and each Agent, to each Holder of Notes to time the address of such Holder appearing in the security register, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will Company would be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the Change of Control notice, an electronic transmission (including in PDF), a facsimile transmission or letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and
(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.
(a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to make a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers Company shall not be required to make a Change of Control Offer. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. In the event that at the time of a Change of Control the terms of the Credit Agreement restrict or prohibit the repurchase of Notes as contemplated herein, then prior to the electronic delivery or mailing of the Offer to Purchase required in connection with a Change of Control but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Debt under the applicable Credit Agreement or, if doing so will allow the purchase of Notes, offer to repay in full all such Debt and repay such Debt of each lender who has accepted such offer, or (ii) obtain the requisite consent under the Credit Agreement to permit the repurchase of the Notes as provided in the Indenture. The Issuer will not be required to make a Change of Control Offer if (i) a third party makes the such Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to herein contemporaneously with or upon a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control OfferOffer or (ii) a notice of redemption has been given pursuant to SECTION 3.7. Notwithstanding anything to To the contrary herein, a extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of launching the Change of Control OfferOffer to Purchase.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
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Sources: Indenture (Triumph Group Inc)