Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, each Holder shall have the right to require that the Issuer repurchase such Holder’s Notes 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 including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following a Change of Control Repurchase Event, the Issuer shall mail or electronically transmit a notice to each Holder, with a copy to the Trustee (the “Change of Control Offer”) stating: (1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes 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 including, 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); (2) the circumstances and relevant facts regarding such Change of Control Repurchase Event; (3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”); (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that, unless the 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 after the Change of Control Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the 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; (7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased; (8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; (9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 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. (b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;
Appears in 1 contract
Sources: Indenture
Offer to Purchase upon Change of Control. (a) Upon the occurrence of If a Change of Control Repurchase Eventoccurs, each Holder shall have the right to require that the Issuer repurchase Company to purchase all or any part of such Holder’s 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 thereof on the date of purchase plus accrued and unpaid interest to, but not including, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date).
(b) (the “Change of Control Payment”). Within 30 days following a the date upon which the Change of Control Repurchase Eventoccurred, the Issuer shall mail or electronically transmit Company must send, by first class mail, a notice to the Trustee and each Holder, with a copy to which notice shall govern the Trustee (terms of the “Change of Control Offer”) stating. Such notice shall state:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer Company to purchase all or a portion of such Holder’s Notes notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchasethereof, plus accrued and unpaid interest to, but not including, 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);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase EventControl;
(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or deliveredmailed) (the “Change of Control Payment Date”);; and
(4) the instructions determined by the Company, consistent with this covenant, that any Note not tendered or accepted for payment will continue a Holder must follow in order to accrue interest;
(5) that, unless the 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 after the Change of Control Payment Date;
(6) that have its notes purchased. Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled “Option of Holder to Elect Purchase” attached to on the Notes reverse of the Note completed, or transfer by book-entry transfer, to the Paying 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 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.
(bc) On the Change of Control Payment Date, the Issuer Company shall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) 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 (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the 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 or deliver (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 an integral multiple of $1,000 thereafter. 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.
(d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.17.
(e) Notwithstanding anything to the contrary in this Section 4.17, the Company shall not be required to make a Change of Control Offer 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 4.17 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Company will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Company prior to it being required to mail notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.
(f) A change of Control Offer may be made in advance of a Change of Control, and conditioned upon, the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Visteon Corp)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, each Holder shall have the right to require that the Issuer repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof of Notes purchased on the date of purchase such purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right 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”). Within 30 days following a Change of Control Repurchase Event, the Issuer shall mail or electronically transmit a notice to each HolderHolder to the address of such Holder appearing in the Holders list specified in Section 2.05, with a copy to the Trustee (the “Change of Control Offer”) ), or otherwise in accordance with the procedures of the Depositary, stating:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes 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 including, 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);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”);
(4) that any Note not tendered or accepted for payment will continue to accrue interest;
(5) that, unless the 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 after the Change of Control Payment Date;
(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.154.16, that a Holder must 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 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.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. 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 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer 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 Control Repurchase Event, and conditioned upon such Change of Control 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. Other than as specifically provided in this Section 4.16, any purchase pursuant to this Section 4.16 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 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 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 1 contract
Sources: Indenture
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall will have the right to require that the Issuer repurchase Company to purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest tointerest, but not includingif any, 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 record on the relevant record date to receive interest due on the relevant interest payment date) (); provided, however, that, notwithstanding the “occurrence of a Change of Control Payment”)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, to the extent applicable, 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 that the provisions of any securities laws or regulations conflict with provisions of this Section 4.09, 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. Table of Contents
(b) Within 30 days following a any Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a notice to each Holder, Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(1i) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer 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 on the date of purchasethereof, plus accrued and unpaid interest tointerest, but not includingif 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);
(2ii) the circumstances and relevant facts and financial information regarding such Change of Control Repurchase EventControl;
(3iii) the purchase date (which shall be no earlier than 30 days 10 Business Days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”);; and
(4) that any Note not tendered or accepted for payment will continue to accrue interest;
(5) that, unless the 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 after the Change of Control Payment Date;
(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9iv) the other instructions, as instructions determined by the IssuerCompany, consistent with this Section 4.154.09, that a Holder must 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 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.
(bc) On the Change of Control Payment Date, the Issuer Company shall, to the extent lawful:
, (1i) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer and (ii) pay to the Holders of Notes or portions thereof so tendered an amount equal to the 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 the Company shall promptly execute 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 shall be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof.
(d) In the event that at the time of such Change of Control the terms of any Senior Indebtedness 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 such Senior Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all such Senior Indebtedness and repay the Senior Indebtedness owing to each Holder thereof who has accepted such offer, or (ii) obtain the requisite consent under such Senior Indebtedness to permit the repurchase of the Notes as provided for in Section 4.09(c).
(e) The Company shall not be required to make a Change of Control Offer 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 4.09 and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer;. Any Change of Control Offer may be conditioned on the consummation of a Change of Control. Table of Contents
Appears in 1 contract
Sources: Indenture (Cincinnati Bell Inc)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of If a Change of Control Repurchase Eventoccurs, each Holder shall have the right to require that the Issuer repurchase to purchase all or any part (equal to €100,000 or integral multiples of €1,000 in excess thereof; provided that notes of €100,000 or less may only be redeemed in whole and not in part) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101101.000% of the principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not includingexcluding, the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07.
(b) (the “Change of Control Payment”). Within 30 days following a the date upon which the Change of Control Repurchase Eventoccurred, except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Issuer shall send, by first class mail (or send electronically transmit if the Notes are held through Euroclear or Clearstream), a notice to the Trustee and each Holder, with a copy to which notice shall govern the Trustee (terms of the “Change of Control Offer”) stating. Such notice shall state:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101101.000% of the principal amount thereof on the date of purchasethereof, plus accrued and unpaid interest to, but not includingexcluding, 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 dateInterest Payment Date);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase EventControl;
(3) the purchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed (or deliveredsent if the Notes are held through Euroclear or Clearstream)) (the “Change of Control Payment Date”) except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction);
(4) the instructions determined by the Issuer, consistent with this covenant, that any Note not tendered or accepted for payment will continue a Holder must follow in order to accrue interest;have its Notes purchased; and
(5) that, unless if such notice is delivered prior to the Issuer defaults in the payment occurrence of the a Change of Control PaymentControl, all Notes accepted for payment pursuant to stating that the Change of Control Offer will cease to accrue interest after is conditional on the occurrence of such Change of Control Payment Date;
(6) that Control. Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled “Option of Holder to Elect Purchase” attached to on the Notes reverse of the Note completed, or transfer by book-entry transfer, to the Paying 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 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.
(bc) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) 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 (3) 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 or portions thereof being purchased by the Issuer. 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, upon receipt of an Authentication Order, promptly authenticate and mail or deliver (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 €100,000 or an integral multiple of €1,000 thereafter. 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.
(d) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 4.17, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue thereof. If and for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notices relating to the Change of Control Offer as soon as reasonably practicable after the Change of Control Payment Date in a leading newspaper of general circulation in Luxembourg or, to the extent and in the manner permitted by such rules, post such notices on the official website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇).
(e) If Holders of not less than 90 percent in aggregate principal amount of the then 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 in accordance with Section 4.17(f), 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 days nor more than 60 days’ prior notice, 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 101.000 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
(f) Notwithstanding anything to the contrary in this Section 4.17, the Issuer shall not be required to make a Change of Control Offer 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 4.17 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Issuer prior to it being required to mail (or send electronically if the Notes are held through Euroclear or Clearstream) notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.
(g) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuer. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.
Appears in 1 contract
Sources: Indenture (Dana Inc)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Triggering Event, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder shall have the right to require that the Issuer repurchase such 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 equal to 101% of the aggregate principal amount thereof on the date of purchase plus accrued and unpaid interest on the Notes purchased, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 ten days following a any Change of Control Repurchase Triggering Event, the Issuer Issuers shall mail or electronically transmit deliver a notice to each Holder, with a copy to Holder describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) Triggering Event and stating:
(1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.11 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes 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 including, 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)tendered shall be accepted for payment;
(2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 15 days nor and no later than 60 days from the date such notice is mailed or delivered) delivered (the “Change of Control Payment Date”);
(43) that any Note not tendered or accepted for payment will shall continue to accrue interest;
(54) that, unless the Issuer defaults 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 after the Change of Control Payment Date;
(65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the 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;
(76) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;; and
(8) 7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or in principal amount or an integral multiple multiples of $1,000 in excess thereof;
(9) of $2,000. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased; and
(10) if such notice is sent prior securities laws and regulations thereunder 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 extent those laws and describing each such condition, and, if applicable, that, regulations are applicable 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 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 connection with the purchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.11 of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to all other Holders that properly received have breached their obligations under this Section 4.11 by virtue of such notice without defectcompliance.
(b) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver 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 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 deliver (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) Notwithstanding anything to the contrary in this Section 4.11, the Issuers shall not be required to make a Change of Control Offer 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 4.11 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) a notice of redemption has been given pursuant to this Indenture as described above under Section 3.03 hereof, 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 Triggering Event, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described in Section 4.11(c), purchase all of the Notes validly tendered and not withdrawn by such 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 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 principal amount thereof plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date).
Appears in 1 contract
Sources: Indenture (Wynn Resorts LTD)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of If a Change of Control Repurchase Eventoccurs, each Holder shall have the right to require that the Issuer repurchase Company to purchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101% 101 percent of the principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not includingexcluding, the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), except to the extent the Company has previously or concurrently elected to redeem the Notes pursuant to Section 3.07.
(b) (the “Change of Control Payment”). Within 30 days following a the date upon which the Change of Control Repurchase Eventoccurred, except to the extent the Company has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Issuer shall Company must send, by first class mail (or send electronically transmit if the Notes are held through DTC), a notice to the Trustee and each Holder, with a copy to which notice shall govern the Trustee (terms of the “Change of Control Offer”) stating. Such notice shall state:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer Company to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% 101.000 percent of the principal amount thereof on the date of purchasethereof, plus accrued and unpaid interest to, but not includingexcluding, 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);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase EventControl;
(3) the purchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed (or deliveredsent if the Notes are held through DTC), except in the case of a conditional Change of Control Offer made in advance of a Change of Control pursuant to Section 4.17(g) (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction) (the “Change of Control Payment Date”);
(4) the instructions determined by the Company, consistent with this covenant, that any Note not tendered or accepted for payment will continue a Holder must follow in order to accrue interest;have its Notes purchased; and
(5) that, unless if such notice is delivered prior to the Issuer defaults in the payment occurrence of the a Change of Control PaymentControl, all Notes accepted for payment pursuant to stating that the Change of Control Offer will cease to accrue interest after is conditional on the occurrence of such Change of Control Payment Date;
(6) that Control. Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled “Option of Holder to Elect Purchase” attached to on the Notes reverse of the Note completed, or transfer by book-entry transfer, to the Paying 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 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.
(bc) On the Change of Control Payment Date, the Issuer Company shall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) 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 (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the 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 or deliver (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 an integral multiple of $1,000 thereafter. 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.
(d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.17.
(e) If Holders of not less than 90 percent in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company in accordance with Section 4.17(f), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company 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 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 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
(f) Notwithstanding anything to the contrary in this Section 4.17, the Company shall not be required to make a Change of Control Offer 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 4.17 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Company will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Company prior to it being required to mail (or send electronically if the Notes are held through DTC) notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.
(g) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon, the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) Upon the occurrence of If a Change of Control Repurchase Eventoccurs, each Holder shall have the right to require that the Issuer repurchase to purchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101% 101.000 percent of the principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not includingexcluding, the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07.
(b) (the “Change of Control Payment”). Within 30 days following a the date upon which the Change of Control Repurchase Eventoccurred, except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Issuer shall must send, by first class mail (or send electronically transmit if the Notes are held through DTC), a notice to the Trustee and each Holder, with a copy to which notice shall govern the Trustee (terms of the “Change of Control Offer”) stating. Such notice shall state:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s Notes notes at a purchase price in cash equal to 101% 101.000 percent of the principal amount thereof on the date of purchasethereof, plus accrued and unpaid interest to, but not includingexcluding, 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);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase EventControl;
(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (or deliveredsent if the Notes are held through DTC) (the “Change of Control Payment Date”);; and
(4) the instructions determined by the Issuer, consistent with this covenant, that any Note not tendered or accepted for payment will continue a Holder must follow in order to accrue interest;
(5) that, unless the 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 after the Change of Control Payment Date;
(6) that have its notes purchased. Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled “Option of Holder to Elect Purchase” attached to on the Notes reverse of the Note completed, or transfer by book-entry transfer, to the Paying 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 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.
(bc) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) 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 (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. 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 or deliver (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 an integral multiple of $1,000 thereafter. 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.
(d) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Issuer complies with the provisions of any such securities laws or regulations, the Issuer shall not be deemed to have breached its obligations under this Section 4.17.
(e) If Holders of not less than 90 percent in aggregate principal amount of the then 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 in accordance with Section 4.17(f), 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 Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
(f) Notwithstanding anything to the contrary in this Section 4.17, the Issuer shall not be required to make a Change of Control Offer 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 4.17 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Issuer prior to it being required to mail (or send electronically if the Notes are held through DTC) notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.
(g) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon, the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuer. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.
Appears in 1 contract
Sources: Indenture (Dana Holding Corp)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Repurchase Event, Offer") to purchase all or any portion (equal to $1,000 or an integral multiple thereof) of each Holder shall have the right to require that the Issuer repurchase such Holder’s 's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase thereof, plus accrued and unpaid interest toand Liquidated Damages, but not includingif any, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “"Change of Control Payment”"). Within 30 days following a Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a notice to each Holder, with a copy to Holder and the Trustee (the “Change of Control Offer”) stating:
: (1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.15 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued validly tendered and unpaid interest to, but not including, 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);
withdrawn will be accepted for payment; (2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 days nor but no later than 60 days from the date such notice is mailed or delivered) (the “"Change of Control Payment Date”");
; (43) that any Note not tendered or accepted for payment will continue to accrue interest;
interest and Liquidated Damages, if any; (54) that, unless the Issuer 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 and Liquidated Damages, if any, after the Change of Control Payment Date;
; (65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the 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;
; (76) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Notes purchased;
; and (8) 7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. If any of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that Notes subject to a Holder must 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 in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. 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 and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control Repurchase Event and describing each such condition, and, if applicable, that, in Control. To the Issuer’s discretion, extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Payment Date may Offer, the Company will comply with the applicable securities laws and regulations and will not 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 deemed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed or 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 defectbreached its obligations described above by virtue thereof.
(b) On or before 10:00 a.m. New York time on the Change of Control Payment Date, the Issuer Company shall, to the extent lawful:
, (1a) accept for payment all Notes or portions of Notes validly 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 or portions thereof being purchased by the 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 (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 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 time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Sources: Indenture (American Eco Corp)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Triggering Event, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder shall have the right to require that the Issuer repurchase such 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 equal to 101101 % of the aggregate principal amount thereof on the date of purchase plus accrued and unpaid interest on the Notes purchased, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 ten days following a any Change of Control Repurchase Triggering Event, the Issuer Issuers shall mail or electronically transmit deliver a notice to each Holder, with a copy to Holder describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) Triggering Event and stating:
(1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.11 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes 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 including, 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)tendered shall be accepted for payment;
(2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 15 days nor and no later than 60 days from the date such notice is mailed or delivered) delivered (the “Change of Control Payment Date”);
(43) that any Note not tendered or accepted for payment will shall continue to accrue interest;
(54) that, unless the Issuer defaults 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 after the Change of Control Payment Date;
(65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the 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;
(76) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Notes purchased;; and
(8) 7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or in principal amount or an integral multiple multiples of $1,000 in excess thereof;
(9) of $2,000. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased; and
(10) if such notice is sent prior securities laws and regulations thereunder 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 extent those laws and describing each such condition, and, if applicable, that, regulations are applicable 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 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 connection with the purchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.11 of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to all other Holders that properly received have breached their obligations under this Section 4.11 by virtue of such notice without defectcompliance.
(b) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver 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 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 deliver (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) Notwithstanding anything to the contrary in this Section 4.11, the Issuers shall not be required to make a Change of Control Offer 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 4.11 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) a notice of redemption has been given pursuant to this Indenture as described above under Section 3.03 hereof, 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 Triggering Event, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described in Section 4.11(c), purchase all of the Notes validly tendered and not withdrawn by such 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 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 principal amount thereof plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date).
Appears in 1 contract
Sources: Indenture (Wynn Resorts LTD)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall have the right to require that the Issuer repurchase Company to purchase all or any portion (equal to $200,000 or an integral multiple of $1 in excess thereof) of such Holder’s Notes Notes, pursuant to an offer described in this Section 4.17 (a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase thereof, plus accrued and unpaid interest to, but not including, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following a Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a give notice to each Holder, with a copy to Holder and the Trustee (the “Change of Control Offer”) stating:
: (1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.17 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued validly tendered and unpaid interest to, but not including, 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);
withdrawn will be accepted for payment; (2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 days nor but no later than 60 days from the date such notice is mailed or delivered) given (the “Change of Control Payment Date”);
; (43) that any Note not tendered or accepted for payment will continue to accrue interest;
; (54) that, unless the Issuer 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 after the Change of Control Payment Date;
; (65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the 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;
; (76) that Holders will be entitled to withdraw their election if the Paying Agent receives, not no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇Ho▇▇▇▇ is ▇s withdrawing his election to have the Notes purchased;
; and (8) 7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 200,000 in principal amount or an integral multiple of $1,000 1 in excess thereof;. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. 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 and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof.
(9b) On or before 10:00 a.m. New York time on the other instructionsBusiness Day immediately preceding the Change of Control Payment Date, as determined the Company 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 or portions thereof being purchased by the IssuerCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, consistent with 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 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 4.154.17 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, that at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Holder must follow in order to have its Change of Control Offer made by the Company and purchases all Notes purchased; andvalidly tendered and not withdrawn under such Change of Control Offer.
(10e) if such notice is sent The provisions of this Section 4.17 relating to the Company’s obligation to make a Change of Control Offer may be waived or modified, prior to the occurrence of a Change of Control Repurchase EventControl, that with 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 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 written consent of the proceedings for the purchase holders of a majority in aggregate principal amount of the Notes as to all other Holders that properly received such notice without defectthen outstanding Notes.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;
Appears in 1 contract
Sources: Indenture (CGG Marine B.V.)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall of Notes will have the right to require that the Issuer Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase plus accrued and unpaid interest tointerest, if any, to but not including, excluding the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “"Change of Control Payment”"). Within 30 calendar days following a any Change of Control Repurchase EventControl, the Issuer shall Company will mail or electronically transmit a notice to each Holder, with a copy to the Trustee (the “Change of Control Offer”) Holder stating:
(1a) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.14 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes 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 including, 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)tendered will be accepted for payment;
(2) the circumstances and relevant facts regarding such Change of Control Repurchase Event;
(3b) the purchase date (price and the purchase date, which shall will be no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed or delivered) (the “"Change of Control Payment Date”");
(4c) that any Note not tendered or accepted for payment will continue to accrue interest;
(5d) that, unless the Issuer 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 and after the Change of Control Payment Date;
(6e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the 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;
(7f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the such Notes purchased;; and
(8) g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 in excess thereof;
(9) Rule 14e-1 under the Exchange Act and any other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased; and
(10) if such notice is sent prior securities laws and regulations thereunder to the occurrence extent such laws and regulations are applicable to the repurchase of the Notes in connection with 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 dateControl. 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 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.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent lawful:
, (1a) accept for payment all Notes or portions of Notes validly thereof 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 Notes or portions thereof tendered to the Company. The Paying Agent will promptly mail to each Holder of Notes so accepted the Change of Control 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, 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 national newspaper of general circulation the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Sources: Indenture (Iron Mountain Inc /De)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder of Notes shall have the right to require that the Issuer Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase plus accrued and unpaid interest toand Liquidated Damages, but not includingif any, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “"Change of Control Payment”"). Within 30 days following a any Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a notice to each Holder, with a copy to the Trustee (the “Change of Control Offer”) Holder stating:
(1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.14 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes 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 including, 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)properly tendered will be accepted for payment;
(2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (the "CHANGE OF CONTROL PAYMENT DATE"), which shall will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”)mailed;
(43) that any Note not properly tendered or accepted for payment will continue to accrue interest;
(54) that, unless the Issuer 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 interest, and Liquidated Damages, if any, after the Change of Control Payment Date;
(65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transferbook- entry, to the 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;
(76) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the such Notes purchased;
(8) 7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry), which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased; and
(10) if such notice is sent prior to 8) the occurrence of a Change of Control Repurchase Event, that the Change of Control Offer is conditional on the occurrence of circumstances and material facts regarding such Change of Control Repurchase Event (including, but not limited to, information with respect to pro forma and describing each historical financial information after giving effect to 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 Control, and information regarding the notice is mailed Person 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 datePersons acquiring control). 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 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.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) 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 (3) 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 or portions thereof being purchased by the 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 (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 $1,000 or an integral multiple thereof. Prior to being required to comply with 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 in a newspaper of national circulation or in a press release provided to a nationally recognized financial wire service 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. 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 and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.
Appears in 1 contract
Sources: Indenture (Advanced Medical Inc)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall have the right to require the Company to purchase all or any portion (provided that the Issuer repurchase such portion is a Permitted Denomination) of such Holder’s Notes Notes, pursuant to an offer described in this Section 4.15 (a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase thereof, plus accrued and unpaid interest to, but not including, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following a Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a give notice to each Holder, with a copy to Holder and the Trustee (the “Change of Control Offer”) stating:
(1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.15 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued validly tendered and unpaid interest to, but not including, 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);
withdrawn will be accepted for payment; (2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 days nor but no later than 60 days from the date such notice is mailed or delivered) given (the “Change of Control Payment Date”);
; (43) that any Note not tendered or accepted for payment will continue to accrue interest;
; (54) that, unless the Issuer 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 after the Change of Control Payment Date;
; (65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the 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;
; (76) that Holders will be entitled to withdraw their election if the Paying Agent receives, not no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Notes purchased;
; and (8) 7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal a Permitted Denomination. If any of the Notes subject to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 in the occurrence form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. 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 and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control Repurchase Event and describing each such condition, and, if applicable, that, in Control. To the Issuer’s discretion, extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Payment Date may be delayed until such time (but not more than 60 days after Offer, the notice is mailed or delivered, including by electronic transmission) as any or all such conditions Company shall be satisfied, or that such purchase may not occur comply with the applicable securities laws and such notice may be rescinded in the event that the Issuer shall determine that any or all such conditions regulations and 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 deemed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed or 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 defectbreached its obligations 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 Issuer Company shall, to the extent lawful:,
(1a) accept for payment all Notes or portions of Notes validly 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 or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder 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.
Appears in 1 contract
Sources: Indenture
Offer to Purchase upon Change of Control. (a) Upon the occurrence of If a Change of Control Repurchase Eventoccurs, each Holder shall have the right to require that the Issuer repurchase to purchase all or any part (equal to €100,000 or integral multiples of €1,000 in excess thereof; provided that notes of €100,000 or less may only be redeemed in whole and not in part) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101101.000% of the principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not includingexcluding, the date of purchase (which shall be no earlier than 10 days nor later than 60 days from the date such notice is mailed (or sent if the Notes are held through Euroclear or Clearstream)) (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07.
(b) (the “Change of Control Payment”). Within 30 days following a the date upon which the Change of Control Repurchase Eventoccurred, except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Issuer shall send, by first class mail (or send electronically transmit if the Notes are held through Euroclear or Clearstream), a notice to the Trustee and each Holder, with a copy to which notice shall govern the Trustee (terms of the “Change of Control Offer”) stating. Such notice shall state:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101101.000% of the principal amount thereof on the date of purchasethereof, plus accrued and unpaid interest to, but not includingexcluding, 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 dateInterest Payment Date);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase EventControl;
(3) the purchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed (or deliveredsent if the Notes are held through Euroclear or Clearstream)) (the “Change of Control Payment Date”) except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction);
(4) the instructions determined by the Issuer, consistent with this covenant, that any Note not tendered or accepted for payment will continue a Holder must follow in order to accrue interest;have its Notes purchased; and
(5) that, unless if such notice is delivered prior to the Issuer defaults in the payment occurrence of the a Change of Control PaymentControl, all Notes accepted for payment pursuant to stating that the Change of Control Offer will cease to accrue interest after is conditional on the occurrence of such Change of Control Payment Date;
(6) that Control. Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled “Option of Holder to Elect Purchase” attached to on the Notes reverse of the Note completed, or transfer by book-entry transfer, to the Paying 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 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.
(bc) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) 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 (3) 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 or portions thereof being purchased by the Issuer. 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, upon receipt of an Authentication Order, promptly authenticate and mail or deliver (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 €100,000 or an integral multiple of €1,000 thereafter. 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.
(d) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 4.17, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue thereof. If and for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notices relating to the Change of Control Offer as soon as reasonably practicable after the Change of Control Payment Date in a leading newspaper of general circulation in Luxembourg or, to the extent and in the manner permitted by such rules, post such notices on the official website of the Luxembourg Stock Exchange (w▇▇.▇▇▇▇▇▇.▇▇).
(e) If Holders of not less than 90 percent in aggregate principal amount of the then 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 in accordance with Section 4.17(f), 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 days nor more than 60 days’ prior notice, 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 101.000 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
(f) Notwithstanding anything to the contrary in this Section 4.17, the Issuer shall not be required to make a Change of Control Offer 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 4.17 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Issuer prior to it being required to mail (or send electronically if the Notes are held through Euroclear or Clearstream) notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.
(g) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuer. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.
Appears in 1 contract
Sources: Indenture (Dana Inc)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (the "Change of Control Repurchase Event, Offer") to each Holder shall have the right holder of Senior Notes to require that the Issuer repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Senior Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not including, to the date of purchase (subject to repurchase in accordance with the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) procedures set forth in this Section 4.15 (the “"Change of Control Payment”"). Within 30 ten days following a any Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a notice to each Holder, with a copy to the Trustee (the “Change of Control Offer”) Holder stating:
: (1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.15 and that such Holder has the right to require the Issuer to purchase such Holder’s all Senior Notes 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 including, 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);
tendered will be accepted for payment; (2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier later than 30 days nor later than 60 business days from the date such notice is mailed or delivered) (the “"Change of Control Payment Date”");
; (43) that any Senior Note not tendered or accepted for payment will continue to accrete or accrue interest;
; (54) that, unless the Issuer 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 shall cease to accrete or accrue interest after the Change of Control Payment Date;
; (65) that Holders electing to have any Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender the Senior Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Senior Notes completed, or transfer by book-entry transfer, to the 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;
; (76) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Senior Notes purchased;
; and (8) 7) that Holders whose Senior Notes are being purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 in excess thereof;
(9) Rule 14e-1 under the Exchange Act and any other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased; and
(10) if such notice is sent prior securities laws and regulations thereunder to the occurrence extent such laws and regulations are applicable in connection with the repurchase of Senior Notes as a result 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 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 defectControl.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent lawful:
, (1) accept for payment all Senior Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Senior Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Senior Notes so tendered payment in an amount equal to the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or 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 by such Holder, if any; provided, that each such new Senior Note shall 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.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) Upon the occurrence of If a Change of Control Repurchase EventTriggering Event occurs, unless the Company has exercised any right to redeem the Notes, each Holder shall will have the right to require that the Issuer Company repurchase all or a portion (equal to an integral multiple of $1,000) of such Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) at a purchase repurchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase plus accrued and unpaid interest tointerest, but not includingif any, on the Notes repurchased, to the date of purchase (repurchase, subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date) Interest Payment Date (the “Change of Control Payment”). If any Note is to be redeemed in part only, the principal amount of the Note that remains outstanding after the redemption in part shall be $2,000 or a higher integral multiple of $1,000. Within 30 days following a any Change of Control Repurchase Triggering Event, or at the Issuer shall Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will mail or electronically transmit a notice to each Holder, with a copy to the Trustee (Trustee, which terms will govern the “terms of the Change of Control Offer”) stating. Such notice shall state, among other things:
(1i) that the Change of Control Offer is being made pursuant to this Section 5.1 and that all Notes tendered will be accepted for payment;
(ii) that a Change of Control Repurchase Triggering Event has occurred and that such Holder has the right to require the Issuer Company to purchase repurchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% the Change of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but not including, 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)Control Payment;
(2iii) the circumstances and relevant facts regarding such Change of Control Repurchase Triggering Event;
(3iv) the purchase date (date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed or delivered) mailed, other than as may be required by law, by which the Company must repurchase the Notes (the “Change of Control Payment Date”);
(4v) the instructions, as determined by the Company, consistent with this Section 5.1;
(vi) that any Note not tendered or accepted for payment will continue to accrue interest;
(5vii) that, unless the Issuer 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 after the Change of Control Payment Date;
(6viii) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the 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;
(7ix) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Notes purchased;; and
(8) x) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) . The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased; and
(10) if such notice is sent prior securities laws and regulations thereunder to the occurrence of a Change of Control Repurchase Event, that extent those laws and regulations are applicable in connection with 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 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 repurchase of the Notes as a result of a Change in Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.1, the Company will comply with the applicable securities laws and regulations and will not be deemed to all other Holders that properly received have breached its obligations under this Section 5.1 by virtue of such notice without defectcompliance.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver 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 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 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) 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) Notwithstanding anything to the contrary in this Section 5.1, 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 5.1 and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Sources: Second Supplemental Indenture (Choice Hotels International Inc /De)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, the Obligors shall make an offer (a "Change of Control Repurchase Event, Offer") to each Holder shall have the right to require that the Issuer repurchase such all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s 's Notes at a purchase price in cash equal to 101% of the principal amount Accreted Value thereof on the date of purchase plus accrued and unpaid interest tointerest, but not includingif any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “"Change of Control Payment”"). Within 30 days following a any Change of Control Repurchase EventControl, the Issuer Obligors shall mail or electronically transmit a notice to each Holder, with a copy to the Trustee (the “Change of Control Offer”) Holder stating:
: (1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 8.7 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes 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 including, 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);
tendered will be accepted for payment; (2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 days nor and no later than 60 calendar days from the date such notice is mailed or delivered) (the “"Change of Control Payment Date”");
; (43) that any Note not tendered or accepted for payment will continue to accrete or accrue interest;
; (54) that, unless the Issuer defaults Obligors 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 accrete or accrue interest after the Change of Control Payment Date;
; (65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent Obligors 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;
; (76) that Holders will be entitled to withdraw their election if the Paying Agent receivesObligors receive, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Notes purchased;
; and (8) 7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount at maturity or an integral multiple thereof. The Obligors shall comply with the requirements of $1,000 in excess thereof;
(9) Rule 14e-1 under the Exchange Act and any other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased; and
(10) if such notice is sent prior securities laws and regulations thereunder to the occurrence extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control Repurchase Event, Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer is conditional on provisions of this Agreement, the occurrence of such Change of Control Repurchase Event Obligors will comply with the applicable securities laws and describing each such condition, and, if applicable, that, in the Issuer’s discretion, regulations and will not be deemed to have breached their obligations under the Change of Control Payment Date may be delayed until provisions of this Agreement by virtue of 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 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 defectconflict.
(b) On the Change of Control Payment Date, the Issuer Obligors shall, to the extent lawful:
(1) , accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;. The Obligors shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and shall promptly mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount at maturity to any unpurchased portion of the Notes surrendered by such Holder, if any; provided, that each such new Note shall be in a principal amount at maturity of $1,000 or an integral multiple thereof. The Obligors 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 Obligors shall not be required to make a Change of Control Offer 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 Agreement applicable to a Change of Control Offer made by the Obligors and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Sources: Shareholder Agreements (Xm Satellite Radio Holdings Inc)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall have the right to require that the Issuer repurchase Company to purchase all or any portion (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of such Holder’s Notes Notes, pursuant to an offer described in this Section 4.15 (a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase thereof, plus accrued and unpaid interest to, but not including, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following a Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a give notice to each Holder, with a copy to Holder and the Trustee (the “Change of Control Offer”) stating:
: (1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.15 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued validly tendered and unpaid interest to, but not including, 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);
withdrawn will be accepted for payment; (2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 days nor but no later than 60 days from the date such notice is mailed or delivered) given (the “Change of Control Payment Date”);
; (43) that any Note not tendered or accepted for payment will continue to accrue interest;
; (54) that, unless the Issuer 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 after the Change of Control Payment Date;
; (65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the 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;
; (76) that Holders will be entitled to withdraw their election if the Paying Agent receives, not no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Notes purchased;
; and (8) 7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 €100,000 in principal amount or an integral multiple of $€1,000 in excess thereof;. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. 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 and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof.
(9b) On or before 10:00 a.m. New York time on the other instructionsBusiness Day immediately preceding the Change of Control Payment Date, as determined the Company 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 or portions thereof being purchased by the IssuerCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, consistent with 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 €100,000 or an integral multiple of €1,000 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 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 4.154.15 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, that at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Holder must follow in order to have its Change of Control Offer made by the Company and purchases all Notes purchased; andvalidly tendered and not withdrawn under such Change of Control Offer.
(10e) if such notice is sent The provisions of this Section 4.15 relating to the Company’s obligation to make a Change of Control Offer may be waived or modified, prior to the occurrence of a Change of Control Repurchase EventControl, that with 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 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 written consent of the proceedings for the purchase holders of a majority in aggregate principal amount of the Notes as to all other Holders that properly received such notice without defectthen outstanding Notes.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;
Appears in 1 contract
Sources: Indenture (CGG)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall have the right to require the Company to purchase all or any portion (provided that the Issuer repurchase such portion is a Permitted Denomination) of such Holder’s Notes Notes, pursuant to an offer described in this Section 4.15 (a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase thereof, plus accrued and unpaid interest to, but not including, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following a Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a give notice to each Holder, with a copy to Holder and the Trustee (the “Change of Control Offer”) stating:
: (1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.15 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued validly tendered and unpaid interest to, but not including, 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);
withdrawn will be accepted for payment; (2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 days nor but no later than 60 days from the date such notice is mailed or delivered) given (the “Change of Control Payment Date”);
; (43) that any Note not tendered or accepted for payment will continue to accrue interest;
; (54) that, unless the Issuer 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 after the Change of Control Payment Date;
; (65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the 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;
; (76) that Holders will be entitled to withdraw their election if the Paying Agent receives, not no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
; and (8) 7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be a Permitted Denomination. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. 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 and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations 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 Company 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 $2,000 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 or portions thereof being purchased by the Company. 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 an integral multiple as soon as practicable after the Change of $1,000 in excess thereof;Control Payment Date.
(9c) The 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 instructionsprovisions 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, as determined at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer, consistent with Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(e) The provisions of this Section 4.154.15 relating to the Company’s obligation to make a Change of Control Offer may be waived or modified, that a Holder must 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 EventControl, that with 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 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 written consent of the proceedings for the purchase holders of a majority in aggregate principal amount of the Notes as to all other Holders that properly received such notice without defectthen outstanding Notes.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;
Appears in 1 contract
Sources: Indenture (CGG Marine B.V.)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder of Notes shall have the right to require that the Issuer Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase plus accrued and unpaid interest toand Liquidated Damages, but not includingif any, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “"Change of Control Payment”"). Within 30 days following a any Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a notice to each Holder, with a copy to the Trustee (the “Change of Control Offer”) Holder stating:
(1a) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.14 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes 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 including, 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)properly tendered will be accepted for payment;
(2b) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (the "Change of Control Payment Date"), which shall will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”)mailed;
(4c) that any Note not properly tendered or accepted for payment will continue to accrue interest;
(5d) that, unless the Issuer 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, after the Change of Control Payment Date;
(6e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transferentry, to the 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;
(7f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the such Notes purchased;
(8) g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry), which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased; and
(10h) 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 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 description of the proceedings for the purchase of the Notes as to all other Holders transaction or transactions that properly received such notice without defect.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;constitute the
Appears in 1 contract
Sources: Indenture (Conmed Corp)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall have the right to require that the Issuer repurchase Company to purchase all or any portion (equal to $200,000 or an integral multiple of $1 in excess thereof) of such Holder’s Notes Notes, pursuant to an offer described in this Section 4.17 (a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase thereof, plus accrued and unpaid interest to, but not including, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following a Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a give notice to each Holder, with a copy to Holder and the Trustee (the “Change of Control Offer”) stating:
: (1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.17 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued validly tendered and unpaid interest to, but not including, 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);
withdrawn will be accepted for payment; (2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 days nor but no later than 60 days from the date such notice is mailed or delivered) given (the “Change of Control Payment Date”);
; (43) that any Note not tendered or accepted for payment will continue to accrue interest;
; (54) that, unless the Issuer 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 after the Change of Control Payment Date;
; (65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the 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;
; (76) that Holders will be entitled to withdraw their election if the Paying Agent receives, not no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
; and (8) 7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 200,000 in principal amount or an integral multiple of $1,000 1 in excess thereof;. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. 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 and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof.
(9b) On or before 10:00 a.m. New York time on the other instructionsBusiness Day immediately preceding the Change of Control Payment Date, as determined the Company 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 or portions thereof being purchased by the IssuerCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, consistent with 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 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 4.154.17 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, that at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Holder must follow in order to have its Change of Control Offer made by the Company and purchases all Notes purchased; andvalidly tendered and not withdrawn under such Change of Control Offer.
(10e) if such notice is sent The provisions of this Section 4.17 relating to the Company’s obligation to make a Change of Control Offer may be waived or modified, prior to the occurrence of a Change of Control Repurchase EventControl, that with 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 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 written consent of the proceedings for the purchase holders of a majority in aggregate principal amount of the Notes as to all other Holders that properly received such notice without defectthen outstanding Notes.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;
Appears in 1 contract
Sources: Indenture (CGG Marine B.V.)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall have the right to require that the Issuer repurchase Company to purchase all or any portion (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes Notes, pursuant to an offer described in this Section 4.15 (a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase thereof, plus accrued and unpaid interest to, but not including, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following a Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a give notice to each Holder, with a copy to Holder and the Trustee (the “Change of Control Offer”) stating:
: (1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.15 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued validly tendered and unpaid interest to, but not including, 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);
withdrawn will be accepted for payment; (2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 days nor but no later than 60 days from the date such notice is mailed or delivered) given (the “Change of Control Payment Date”);
; (43) that any Note not tendered or accepted for payment will continue to accrue interest;
; (54) that, unless the Issuer 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 after the Change of Control Payment Date;
; (65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the 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;
; (76) that Holders will be entitled to withdraw their election if the Paying Agent receives, not no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Notes purchased;
; and (8) 7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 200,000 in principal amount or an integral multiple of $1,000 in excess thereof;. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. 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 and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof.
(9b) On or before 10:00 a.m. New York time on the other instructionsBusiness Day immediately preceding the Change of Control Payment Date, as determined the Company 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 or portions thereof being purchased by the IssuerCompany. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, consistent with 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 $1,000 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 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 4.154.15 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, that at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Holder must follow in order to have its Change of Control Offer made by the Company and purchases all Notes purchased; andvalidly tendered and not withdrawn under such Change of Control Offer.
(10e) if such notice is sent The provisions of this Section 4.15 relating to the Company’s obligation to make a Change of Control Offer may be waived or modified, prior to the occurrence of a Change of Control Repurchase EventControl, that with 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 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 written consent of the proceedings for the purchase holders of a majority in aggregate principal amount of the Notes as to all other Holders that properly received such notice without defectthen outstanding Notes.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;
Appears in 1 contract
Sources: Indenture (CGG Holding B.V.)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall of Senior Notes will have the right to require that the Issuer Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Senior Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase plus accrued and unpaid interest toand Liquidated Damages thereon, but not includingif any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 fifteen days following a any Change of Control Repurchase EventControl, the Issuer shall Company will mail or electronically transmit a notice to each Holder, with a copy to Holder describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) stating:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right offering to require the Issuer to purchase such Holder’s repurchase Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchasespecified in such notice, plus accrued and unpaid interest to, but not including, the which 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);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE");
(4) that any Note not tendered or accepted for payment will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer procedures required by this Senior Note Indenture and described in such notice. The Company will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, comply with the form entitled “Option requirements of Holder to Elect Purchase” attached Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the Notes completed, or transfer by book-entry transfer, to extent such laws and regulations are applicable in connection with the 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name repurchase of the Holder, the principal amount of Senior Notes delivered for purchase, and as a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased; and
(10) if such notice is sent prior to the occurrence result 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 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 defectControl.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent lawful:
, (1) accept for payment all Senior Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Senior Note Trustee the Senior Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the 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 Senior Note Trustee will promptly authenticate and mail (or 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 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 Note Indenture are applicable. Except as described above with respect to a Change of Control, this Senior Note Indenture does not contain provisions that permit the Holders of the Senior Notes to require that the Company repurchase or redeem the Senior Notes in the event of a takeover, recapitalization or similar transaction.
(c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer 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 Senior Note Indenture applicable to a Change of Control Offer made by the Company and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Sources: Senior Note Indenture (Ball Corp)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of If a Change of Control Repurchase Eventoccurs, each Holder shall have the right to require that the Issuer repurchase Company to purchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101% 101 percent of the principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not includingexcluding, the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), except to the extent the Company has previously or concurrently elected to redeem the Notes pursuant to Section 3.07.
(b) (the “Change of Control Payment”). Within 30 days following a the date upon which the Change of Control Repurchase Eventoccurred, except to the extent the Company has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Issuer shall Company must send, by first class mail (or send electronically transmit if the Notes are held through DTC), a notice to the Trustee and each Holder, with a copy to which notice shall govern the Trustee (terms of the “Change of Control Offer”) stating. Such notice shall state:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer Company to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% 101.000 percent of the principal amount thereof on the date of purchasethereof, plus accrued and unpaid interest to, but not includingexcluding, 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);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase EventControl;
(3) the purchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed (or deliveredsent if the Notes are held through DTC), except in the case of a conditional Change of Control Offer made in advance of a Change of Control pursuant to Section 4.17(g) (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction) (the “Change of Control Payment Date”);; and
(4) the instructions determined by the Company, consistent with this covenant, that any Note not tendered or accepted for payment will continue a Holder must follow in order to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all have its Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that purchased. Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled “Option of Holder to Elect Purchase” attached to on the Notes reverse of the Note completed, or transfer by book-entry transfer, to the Paying 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 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.
(bc) On the Change of Control Payment Date, the Issuer Company shall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) 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 (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the 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 or deliver (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 an integral multiple of $1,000 thereafter. 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.
(d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.17.
(e) If Holders of not less than 90 percent in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company in accordance with Section 4.17(f), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company 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 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 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
(f) Notwithstanding anything to the contrary in this Section 4.17, the Company shall not be required to make a Change of Control Offer 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 4.17 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Company will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Company prior to it being required to mail (or send electronically if the Notes are held through DTC) notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.
(g) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon, the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.
Appears in 1 contract
Sources: Indenture (Dana Inc)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of If a Change of Control Repurchase Eventoccurs, each Holder shall of Notes will have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that the Issuer repurchase such Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Issuers will offer a payment (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof on the date of purchase Notes repurchased plus accrued and unpaid interest toand Additional Interest, but not includingif any, on the Notes repurchased, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “purchase. Within 60 days following any Change of Control Payment”). Within 30 days following a Change of Control Repurchase EventControl, the Issuer shall Issuers will mail or electronically transmit a notice to each Holder, with a copy to Holder describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) stating:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right offering to require the Issuer to purchase such Holder’s repurchase Notes 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 including, 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);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase Event;
(3) Payment specified in the purchase notice, which date (which shall will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed or delivered) (mailed, pursuant to the “procedures required by this Indenture and described in such notice. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date”);
(4) Control. To the extent that the provisions of any Note securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers will comply with the applicable securities laws and regulations and will not tendered or accepted for payment will continue be deemed to accrue interest;
(5) that, unless have breached its obligations under the Issuer defaults in provisions of this Section 4.14 by virtue of such conflict. On the payment date of the such Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 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.
(b) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions 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 (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 minimum principal amount of $1,000 or an integral multiple of $1,000. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of such Change of Control Payment. The Issuers will 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 in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer 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. A Change of Control Offer may be made in advance of a Change of Control or conditional upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. Prior to complying with any of the provisions of this Section 4.14, but in any event within 90 days following a Change of Control, the Issuers 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 4.14. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provision of this Indenture is 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 Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
Appears in 1 contract
Sources: Indenture (Barrington Quincy LLC)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of If a Change of Control Repurchase Eventoccurs, each Holder shall have the right to require that the Issuer repurchase Company to purchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101% 101 percent of the principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not includingexcluding, the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), except to the extent the Company has previously or concurrently elected to redeem the Notes pursuant to Section 3.07.
(b) (the “Change of Control Payment”). Within 30 days following a the date upon which the Change of Control Repurchase Eventoccurred, except to the extent the Company has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Issuer shall Company must send, by first class mail (or send electronically transmit if the Notes are held through DTC), a notice to the Trustee and each Holder, with a copy to which notice shall govern the Trustee (terms of the “Change of Control Offer”) stating. Such notice shall state:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer Company to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% 101.000 percent of the principal amount thereof on the date of purchasethereof, plus accrued and unpaid interest to, but not includingexcluding, 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);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase EventControl;
(3) the purchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed (or deliveredsent if the Notes are held through DTC), except in the case of a conditional Change of Control Offer made in advance of a Change of Control pursuant to Section 4.17(g) (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction) (the “Change of Control Payment Date”);; and
(4) the instructions determined by the Company, consistent with this covenant, that any Note not tendered or accepted for payment will continue a Holder must follow in order to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all have its Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that purchased. Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled “Option of Holder to Elect Purchase” attached to on the Notes reverse of the Note completed, or transfer by book-entry transfer, to the Paying 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 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.
(bc) On the Change of Control Payment Date, the Issuer Company shall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) 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 (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the 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 or deliver (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 an integral multiple of $1,000 thereafter. 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.
(d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.17.
(e) If Holders of not less than 90 percent in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company in accordance with Section 4.17(f), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company 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 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 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
(f) Notwithstanding anything to the contrary in this Section 4.17, the Company shall not be required to make a Change of Control Offer 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 4.17 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Company will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Company prior to it being required to mail (or send electronically if the Notes are held through DTC) notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.
(g) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon, the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.
Appears in 1 contract
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall have the right to require that the Issuer repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof of Notes purchased on the date of purchase such purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) date (the “Change of Control Payment”)). Within 30 days following a Change of Control Repurchase EventControl, the Issuer shall mail or electronically transmit a notice to each HolderHolder to the address of such Holder appearing in the Holders list specified in Section 2.05, with a copy to the Trustee (the “Change of Control Offer”) ), or otherwise in accordance with the procedures of the Depositary, stating:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes 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 including, the date of purchase repurchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date); Control;
(2) the circumstances and relevant facts regarding such Change of Control Repurchase Event;of
(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or deliveredmailed) (the “Change of Control Payment Date”);
(4) that any Note not tendered or accepted for payment will continue to accrue interest;
(5) that, unless the 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 after the Change of Control Payment Date;
(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 1.00 in excess thereof;; and
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.154.16, that a Holder must 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. purchased 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 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.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. 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 $1.00 in excess thereof.
(c) The Issuer shall not be required to make a Change of Control Offer following 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer 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 Control, and conditioned 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. Other than as specifically provided in this Section 4.16, any purchase pursuant to this Section 4.16 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of such compliance with such securities laws or regulations.
Appears in 1 contract
Sources: Indenture
Offer to Purchase upon Change of Control.
(a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall have the right to require the Company to purchase all or any portion (provided that the Issuer repurchase such portion is a Permitted Denomination) of such Holder’s Notes Notes, pursuant to an offer described in this Section 4.15 (a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase thereof, plus accrued and unpaid interest to, but not including, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following a Change of Control Repurchase EventControl, the Issuer Company shall mail or electronically transmit a give notice to each Holder, with a copy to Holder and the Trustee (the “Change of Control Offer”) stating:
(1) that a the Change of Control Repurchase Event has occurred Offer is being made pursuant to this Section 4.15 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued validly tendered and unpaid interest to, but not including, 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);
withdrawn will be accepted for payment; (2) the circumstances purchase price and relevant facts regarding such Change of Control Repurchase Event;
(3) the purchase date (date, which shall be no earlier than 30 days nor but no later than 60 days from the date such notice is mailed or delivered) given (the “Change of Control Payment Date”);
; (43) that any Note not tendered or accepted for payment will continue to accrue interest;
; (54) that, unless the Issuer 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 after the Change of Control Payment Date;
; (65) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the 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;
; (76) that Holders will be entitled to withdraw their election if the Paying Agent receives, not no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
; and (8) 7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be a Permitted Denomination. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. 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 and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations 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 Company 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 $2,000 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 or portions thereof being purchased by the Company. 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 an integral multiple as soon as practicable after the Change of $1,000 in excess thereof;Control Payment Date.
(9c) The 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 instructionsprovisions 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, as determined at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer, consistent with Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(e) The provisions of this Section 4.154.15 relating to the Company’s obligation to make a Change of Control Offer may be waived or modified, that a Holder must 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 EventControl, that with 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 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 written consent of the proceedings for the purchase holders of a majority in aggregate principal amount of the Notes as to all other Holders that properly received such notice without defectthen outstanding Notes.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;
Appears in 1 contract
Sources: Indenture
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall will have the right to require that the Issuer repurchase Company to purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest toand Additional Interest, but if any, as of the Change of Control Payment Date (the “Change of Control Payment”) in accordance with the terms set forth below (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date); provided, however, that, notwithstanding the occurrence of a Change of Control, the Company shall not includingbe 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, to the extent applicable, 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 that the provisions of any securities laws or regulations conflict with provisions of this Section 4.09, 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 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 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 due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following a Change of Control Repurchase Eventand Additional Interest, the Issuer shall mail or electronically transmit a notice to each Holderif any, with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes 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 including, 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);
(2ii) the circumstances and relevant facts and financial information regarding such Change of Control Repurchase EventControl;
(3iii) the purchase date (which shall be no earlier than 30 days 10 Business Days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”);; and
(4) that any Note not tendered or accepted for payment will continue to accrue interest;
(5) that, unless the 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 after the Change of Control Payment Date;
(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9iv) the other instructions, as instructions determined by the IssuerCompany, consistent with this Section 4.154.09, that a Holder must 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 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.
(bc) On the Change of Control Payment Date, the Issuer Company shall, to the extent lawful:
, (1i) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer and (ii) pay to the Holders of Notes or portions thereof so tendered an amount equal to the 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 the Company shall promptly execute 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 shall be in a principal amount of $1,000 or a multiple thereof.
(d) 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 Company shall not be required to make a Change of Control Offer 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 4.09 and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer;.
Appears in 1 contract
Sources: Indenture (Cincinnati Bell Inc)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, each Holder shall will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that ▇▇▇▇▇▇'s Notes pursuant to a written offer (the Issuer "Change of Control Offer") on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to repurchase such Holder’s the Notes at a purchase price in cash (the "Purchase Price") equal to 101% of the principal amount thereof tendered, together with accrued and unpaid interest, if any, to but not including the Purchase Date. Within thirty (30) days following any Change of Control, the Company will send a Change of Control Offer by first class mail, postage prepaid, to each Holder at its address appearing in the security register on the date of purchase plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following a Change of Control Repurchase Event, the Issuer shall mail or electronically transmit a notice to each Holder, with a copy to the Trustee (the “Change of Control Offer”) stating, containing all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer, including:
(1) that a Change of Control Repurchase Event has occurred and a Change of Control Offer is being made pursuant to this Section 4.14 and that such Holder has the right to require the Issuer to purchase such Holder’s all Notes 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 including, 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)or portions thereof) timely tendered will be accepted for payment;
(2) the circumstances and relevant facts regarding such Change Purchase Price to be paid by the Company for each $1,000 principal amount of Control Repurchase EventNotes;
(3) the purchase expiration date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered"Expiration Date") (of the “Change of Control Payment Date”)Offer which shall be, subject to any contrary requirements of applicable law, not less than thirty (30) days or more than sixty (60) days after the date of mailing of such Change of Control Offer;
(4) that a settlement date (the "Purchase Date") for purchase of Notes within five (5) business days after the Expiration Date, subject to any Note not tendered or accepted for payment will continue to accrue interestcontrary requirements of applicable law;
(5) that, unless the Issuer Company defaults in the payment of the Change of Control Paymentmaking such purchase, all Notes any Note accepted for payment purchase pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Purchase Date, but that any Note not tendered will continue to accrue interest at the same rate;
(6) that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer;
(7) that Holders the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount;
(8) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if applicable;
(9) that each Holder electing to have any Notes purchased tender a Note pursuant to a the Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder such Note or cause such Note to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent be surrendered at the address specified place or places set forth in the notice Change of Control Offer prior to the close of business on the third Business Day preceding Expiration Date (such Note being, if the Change Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of Control Payment Datetransfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);
(710) that Holders will be entitled to withdraw their election all or any portion of Notes tendered if the Paying Agent Company (or its paying agent) receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes delivered for purchasethe Holder tendered, the certificate number of the Note the Holder tendered and a statement that such ▇▇▇▇▇▇ Holder is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased all or a portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchasedhis tender; and
(1011) 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 discretioncase of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Note so tendered. The Company shall notify the Trustee at least fifteen (15) days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Change of Control Payment Date may Offer of the Company's obligation to make a Change of Control Offer, and such offer may, at the Company's request, be delayed until such time (but not more than 60 days after mailed by the notice is mailed or deliveredTrustee in the name and at the expense of the Company. For purposes of the foregoing, including by electronic transmission) as any or all such conditions a Change of Control Offer 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 deemed to have been given, whether or not made if (i) within thirty (30) days following the Holder receives such notice. If (a) the notice is mailed or 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 date of the proceedings for consummation of a transaction or series of transactions that constitutes a Change of Control, the purchase of the Notes as to all other Holders that properly received such notice without defect.
(b) On the Company commences a Change of Control Payment Date, Offer to Holders of all outstanding Notes at the Issuer shall, to the extent lawful:
Purchase Price and (1ii) accept for payment all Notes or portions of Notes validly properly tendered pursuant to the Change of Control Offer are purchased on the terms of such Change of Control Offer;. 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 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 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 all outstanding Notes has been given pursuant to Section 3.7 hereof and the Company redeems all such Notes in accordance with Article III. 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 those laws and regulations are applicable in connection with each repurchase 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 Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance.
Appears in 1 contract
Sources: Indenture (American Pacific Corp)
Offer to Purchase upon Change of Control. (a) Upon the occurrence of If a Change of Control Repurchase Eventoccurs, each Holder shall have the right to require that the Issuer repurchase to purchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101% 101.000 percent of the principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not includingexcluding, the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07.
(b) (the “Change of Control Payment”). Within 30 days following a the date upon which the Change of Control Repurchase Eventoccurred, except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Issuer shall send, by first class mail (or send electronically transmit if the Notes are held through DTC), a notice to the Trustee and each Holder, with a copy to which notice shall govern the Trustee (terms of the “Change of Control Offer”) stating. Such notice shall state:
(1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% 101.000 percent of the principal amount thereof on the date of purchasethereof, plus accrued and unpaid interest to, but not includingexcluding, 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 dateInterest Payment Date);
(2) the circumstances and relevant facts regarding such Change of Control Repurchase EventControl;
(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (or deliveredsent if the Notes are held through DTC) (the “Change of Control Payment Date”);; and
(4) the instructions determined by the Issuer, consistent with this covenant, that any Note not tendered or accepted for payment will continue a Holder must follow in order to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all have its Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that purchased. Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled “Option of Holder to Elect Purchase” attached to on the Notes reverse of the Note completed, or transfer by book-entry transfer, to the Paying 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;
(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must 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 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.
(bc) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes validly thereof properly tendered pursuant to the Change of Control Offer;, (2) 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 (3) 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 or portions thereof being purchased by the Issuer. 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 or deliver (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 an integral multiple of $1,000 thereafter. 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.
(d) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 4.17, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue thereof.
(e) If Holders of not less than 90 percent in aggregate principal amount of the then 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 in accordance with Section 4.17(f), 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 Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101.000 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
(f) Notwithstanding anything to the contrary in this Section 4.17, the Issuer shall not be required to make a Change of Control Offer 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 4.17 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Issuer prior to it being required to mail (or send electronically if the Notes are held through DTC) notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.
(g) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuer. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.
Appears in 1 contract
Sources: Indenture (Dana Inc)