Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions 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 Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable. (d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price. (e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 10 contracts
Sources: Indenture (Post Holdings, Inc.), Indenture (Post Holdings, Inc.), Indenture (Post Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control OfferOffer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any any, on the Notes repurchased to but not including the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will send mail a notice to each Holder at such Holder’s registered address or otherwise deliver a notice in accordance with Section 3.03 hereof, stating that a copy to the Trustee describing the transaction or transactions that constitute the Change of Control Offer is being made and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(c) The Paying Agent will promptly mail (or cause to be delivered) to each Holder of Notes which has properly tendered and so tendered accepted the Change of Control Payment for such Notes, and the Trustee (or an authenticating agent appointed by the Company) will promptly authenticate and mail (or cause to be transferred by book 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 . Any Note so accepted for payment will be in a minimum principal amount cease to accrue interest on or after the Change of $2,000 or integral multiples of $1,000 in excess thereofControl Payment Date. 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.
(cd) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(e) The Company’s obligations under this Section 4.15, in accordance with Section 9.02, may be waived or modified with the consent of the Holders of a majority in principal amount of the Notes prior to the occurrence of the Change of Control.
Appears in 5 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase purchase all or any part a portion (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to a (the “Change of Control Offer. In the Change of Control Offer, the Company will offer ”) at a payment in cash purchase price equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest, if any interest to the date of purchase (subject to the “Change right of Control Payment”Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the date fixed for redemption). .
(b) Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder Holder, with a copy to the Trustee describing Trustee, in accordance with the transaction or transactions procedures set forth in Section 3.09, that constitute the Change of Control and offering a Holder must follow in order to repurchase have its Notes on the date specified in such notice purchased.
(the “Change of Control Payment Date”)c) The Company shall comply, pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Controlpursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under any covenant of this Section 4.14 Indenture by virtue of such this compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions 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 Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 3 contracts
Sources: Indenture Agreement (Scotts Miracle-Gro Co), Indenture Agreement (Scotts Miracle-Gro Co), Indenture Agreement (Scotts Miracle-Gro Co)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make at such time has given an offer (a “Change unconditional notice of Control Offer”) an optional redemption with respect to each Holder of all outstanding Notes, pursuant to which each such Holder will have the right to require the Company to repurchase purchase all or any part a portion (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to a (the “Change of Control Offer. In the Change of Control Offer, the Company will offer ”) at a payment in cash purchase price equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest, if any interest to the date of purchase (subject to the “Change right of Control Payment”Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the date fixed for redemption). .
(b) Within 30 days following any Change of Control, unless the Company will send at such time has given an unconditional notice of an optional redemption with respect to all outstanding Notes, the Company shall mail or electronically deliver if held by DTC a notice to each Holder Holder, with a copy to the Trustee describing Trustee, in accordance with the transaction or transactions procedures set forth in Section 3.09, that constitute the Change of Control and offering a Holder must follow in order to repurchase have its Notes on the date specified in such notice purchased.
(the “Change of Control Payment Date”)c) The Company shall comply, pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Controlpursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under any covenant of this Section 4.14 Indenture by virtue of such this compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions 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 Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 3 contracts
Sources: Indenture Agreement (Scotts Miracle-Gro Co), Indenture Agreement (Scotts Miracle-Gro Co), Indenture Agreement (Scotts Miracle-Gro Co)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000) of that Holder’s Notes pursuant to a Change of Control OfferOffer on the terms set forth herein. In the Change of Control Offer, the Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (any, on the “Change Notes repurchased, to the date of Control Payment”)purchase. Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) hereby and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14hereof, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.07 by virtue of such compliance.
(b) conflict. On the Change of Control Payment Date, the Company will, to the extent lawful:
(1a) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so 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 such new Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple of $1,000 1,000. Prior to complying with any of the provisions of this Section 4.07, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.07. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) . Notwithstanding anything to the contrary in this Section 4.144.07, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.07 and all other provisions of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 3 contracts
Sources: Fourth Supplemental Indenture (Omnicare Inc), First Supplemental Indenture (Omnicare Inc), Fifth Supplemental Indenture (Omnicare Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon a Change of Control, each Holder shall have the right to require the Issuer to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control occursPayment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Company Issuer shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuer has exercised its right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any Change of Control, the Issuer shall (i) repay in full all Bank Indebtedness or, if doing so will make an allow the purchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).
(b) Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the Notes in accordance with Section 3.07 of this Indenture, the Issuer shall mail or electronically transmit a notice (a “Change of Control Offer”) to each Holder to the address of Notes, pursuant to which each such Holder will have appearing in the Note Register with a copy to the Trustee, or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control has occurred and that such Holder has the right to require the Company Issuer to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that such Holder’s Notes pursuant to at a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest, if any interest to the date of repurchase (subject to the “Change right of Control Payment”Holders of record on a Record Date to receive interest on the relevant Interest Payment Date). Within 30 days following any ;
(2) the circumstances and relevant facts and financial information regarding such Change of Control;
(3) the repurchase price and the repurchase date, the Company will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control (which shall be no earlier than 30 days and offering to repurchase Notes on no later than 60 days from the date specified in such notice is mailed or electronically transmitted) (the “Change of Control Payment Date”);
(4) that any Note not properly tendered will remain outstanding and 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 procedures Change of Control Offer will cease to accrue interest on 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 such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(7) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(8) that if the Issuer is redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered; the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.14(b) and described 4.14, that a Holder must follow in order to have its Notes 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. The Company will Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 Indenture by virtue of such compliancethereof.
(bc) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful:permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating the aggregate principal amount of that such Notes or portions thereof being have been tendered to and purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment DateIssuer.
(cd) The provisions of Section 4.14(a) that require the Company Issuer shall not be required to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and conditioned Control, conditional upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time of making of the Change of Control Offer.
(e) Notes repurchased by the Issuer pursuant to a Change of Control Offer is madewill have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to the preceding clause (d) will have the status of Notes issued and outstanding.
(f) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Sources: Indenture (Domus Holdings Corp), Indenture (Domus Holdings Corp), Indenture (Realogy Corp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Securities shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s Notes 's Securities on a Business Day (the "Change of Control Payment Date") not more than 60 nor less than 30 days following such Change of Control, pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest, if any interest thereon to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will send Trustee, at the written direction of the Company, shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering the Company's offer to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), Securities pursuant to the procedures required by Section 4.14(b) 3.08 and 4.16 and described in such notice. The Company will 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 Securities 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1i) accept for payment all Notes Securities or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes Securities or portions thereof so tendered; and
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes Securities so accepted accepted, together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes Securities or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail or otherwise deliver to each Holder of Notes Securities so tendered the Change of Control Payment for such NotesSecurities, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note Security equal in principal amount to any unpurchased portion of the Notes Securities surrendered, if any; provided that each such new Note will Security shall be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will provisions described above shall be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the The Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly Securities validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 3 contracts
Sources: Indenture (Packaged Ice Inc), Indenture (Packaged Ice Inc), Indenture (Packaged Ice Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change each holder of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000) of that Holder’s holder's Notes pursuant to a the offer described below (the "Change of Control Offer") on the terms set forth in this Indenture. In the Change of Control Offer, the Company will shall offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any any, on the Notes repurchased (the “"Change of Control Payment”"), to but excluding the date of purchase. Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the change of control payment date specified in such notice (the “"Change of Control Payment Date”)") specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee trustee the Notes so properly accepted together with an Officer’s Certificate officers' certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will paying agent shall promptly mail to each Holder holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will upon receipt of an Authentication Order from the Company shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder holder a new Note note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will note shall be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 herein, unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 3 contracts
Sources: Indenture (Calpine Corp), Indenture (Calpine Corp), Indenture (Calpine Corp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described in this Section 4.15 (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 10 days following any Change of Control, the Company will send Issuers shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the a Change of Control Payment Date, the Company willIssuers shall, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) 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
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuers. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly shall 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 will shall be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. Prior to complying with the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Issuers 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 4.15. The Company will Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) . The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control provisions described above will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(dc) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will Issuers shall not be required to make a Change of Control Offer upon a Change of Control (i) if (1) a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and Section 3.9 hereof and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2ii) a notice of redemption has been given prior the Issuers exercise their option to purchase all the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, Notes upon a Change of Control Offer may be made as described in advance of a Change of Control and conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is madeSection 3.7 hereof.
Appears in 2 contracts
Sources: Indenture (Alliance Laundry Holdings LLC), Indenture (Alliance Laundry Holdings LLC)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s Notes pursuant to a the offer described below (the “Change of Control Offer. In ”) at an offer price in cash (the “Change of Control Offer, the Company will offer a payment in cash Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any (any, thereon to the “Change date of Control Payment”)repurchase. Within 30 days following any Change of Control, the Company will send mail a notice to the Trustee and each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements all applicable laws, including, without limitation, Section 14(e) of Rule 14e-1 under the Exchange Act and any other the rules thereunder and all applicable federal and state securities laws laws, and regulations thereunder will include all instructions and materials necessary to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Controlenable Holders to tender their Notes. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14Sections 3.09 or 4.15 hereof, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.14 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions 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 accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 surrenderedsurrendered by such Holder, if any; provided that each such new Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess 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.
(c) The Prior to complying with the provisions of this Section 4.14(a) that require the Company to make a Change of Control Offer 4.15, but in any event within 90 days following a Change of Control, the Company will either:
(1) repay all outstanding obligations with respect to Senior Debt,
(2) obtain the requisite consents, if any, from the holders of Senior Debt to permit the repurchase of the Notes required by this Section, or
(3) deliver to the Trustee an Officer’s Certificate to the effect that no action of the kind described in clause (1) or (2) is necessary. The Change of Control provisions described above will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Casino One Corp), Indenture (Pinnacle Entertainment Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days fifteen Business Days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased repurchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 unrepurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.15, but in excess thereofany 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 4.15. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Senior Subordinated Note Purchase Agreement (Transtechnology Corp), Indenture (Impac Group Inc /De/)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, except as set forth in Section 4.15(d) below, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control OfferOffer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any any, on the Notes repurchased to but not including the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will send mail a notice to each Holder at such Holder’s registered address or otherwise deliver a notice in accordance with Section 3.03 hereof, stating that a copy to the Trustee describing the transaction or transactions that constitute the Change of Control Offer is being made and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof of Notes so tenderedaccepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(c) The Paying Agent will promptly mail (or cause to be delivered) to each Holder of Notes which has properly tendered and so tendered accepted the Change of Control Payment for such Notes, and the Trustee (or an authenticating agent appointed by the Company) will promptly authenticate and mail (or cause to be transferred by book 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 . Any Note so accepted for payment will be in a minimum principal amount cease to accrue interest on or after the Change of $2,000 or integral multiples of $1,000 in excess thereofControl Payment Date. 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.
(cd) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(e) The Company’s obligations under this Section 4.15, in accordance with Section 9.02, may be waived or modified with the consent of the Holders of a majority in principal amount of the Notes prior to the occurrence of the Change of Control.
Appears in 2 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursshall occur, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Debentures will have the right to require the Company to repurchase all or any part (equal to $2,000 50 or an integral multiples multiple of $1,000 in excess thereof50) of that Holder’s Notes Debentures pursuant to a Change of Control offer (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”) in cash equal to 100% of the aggregate principal amount of Debentures repurchased plus accrued and unpaid interest (including contingent interest, if any) on the Debentures repurchased, to the Change of Control Payment Date (as defined below). Within 30 days following any Change of Control, the Company will send mail a notice to the Trustee, the Paying Agent for the Debentures, if other than the Trustee, and each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Debentures on the payment date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) hereby and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14hereof, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 3.01 by virtue of such compliance.
(b) conflict. On the Change of Control Payment Date, the Company will, to the extent lawful:
(1i) accept for payment all Notes Debentures or portions thereof of Debentures properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes Debentures or portions thereof so of Debentures properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so accepted Debentures properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes Debentures or portions thereof of Debentures being purchased by the Company. The Paying Agent paying agent will promptly mail to each Holder of Notes so Debentures properly tendered the Change of Control Payment for such NotesDebentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book book-entry) to each Holder a new Note Debenture equal in principal amount to any unpurchased portion of the Notes Debentures surrendered, if any; provided that each such new Note Debenture will be in a minimum principal amount of $2,000 50 or an integral multiples multiple of $1,000 in excess thereof. 50.
(b) The Company will publicly announce and the results Trustee acknowledge that, upon the occurrence of the a Change of Control Offer Control, each holder of Trust PIERS shall have the right to exchange all or any portion of such holder’s Trust PIERS for Debentures having a principal amount equal to the liquidation amount of such Trust PIERS and to simultaneously require the Company to repurchase such Debentures at the price and on or the terms specified in Section 3.01(a) hereto. Any Trust PIERS as soon as practicable after to which such right is exercised will be exchanged by the Company not less than three Business Days prior to the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Third Supplemental Indenture (Omnicare Inc), Third Supplemental Indenture (Omnicare Capital Trust Ii)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, except as set forth in Section 4.15(d) below, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control OfferOffer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any any, on the Notes repurchased to but not including the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will send a notice to each Holder at such Holder’s registered address or otherwise deliver a notice in accordance with Section 3.03 hereof, stating that a copy to the Trustee describing the transaction or transactions that constitute the Change of Control Offer is being made and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof of Notes so tenderedaccepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(c) The Paying Agent will promptly mail (or cause to be delivered) to each Holder of Notes which has properly tendered and so tendered accepted the Change of Control Payment for such Notes, and the Trustee (or an authenticating agent appointed by the Company) will promptly authenticate and mail (or cause to be transferred by book 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 . Any Note so accepted for payment will be in a minimum principal amount cease to accrue interest on or after the Change of $2,000 or integral multiples of $1,000 in excess thereofControl Payment Date. 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.
(cd) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(e) The Company’s obligations under this Section 4.15, in accordance with Section 9.02, may be waived or modified with the consent of the Holders of a majority in principal amount of the Notes prior to the occurrence of the Change of Control.
Appears in 2 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that Holder’s 's Notes pursuant to a the Change of Control Offer. In the Change of Control Offer, the Company will shall offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will send shall mail a notice to the Trustee and each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the “date such notice is mailed, other than as required by law (the "Change of Control Payment Date”")), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.144.15, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such compliance.conflict. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to above, but in any event within 30 days following any Change of Control, the Company shall:
(bi) repay in full all Obligations and terminate all commitments under the Senior Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full all Obligations and terminate all commitments under the Senior Credit Facilities and all other such Senior Debt and to repay the Indebtedness owed to (and terminate the commitments of) each lender which has accepted such offer; or
(ii) obtain the requisite consents under the Senior Credit Facilities and all other such Senior Debt to permit the repurchase of the Notes as provided below. The Company shall first comply with the covenant in the immediately preceding sentence before it shall be required to repurchase Notes or send the notice pursuant to the provisions described in this Indenture. The Company's failure to comply with the covenant described in the immediately preceding paragraph (and any failure to send the notice referred to in the second preceding paragraph as a result of a prohibition described in the first sentence of this paragraph) may (with notice and lapse of time) constitute an Event of Default described in clause (iii) but shall not constitute an Event of Default described in clause (ii), under Section 6.01 hereof. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) 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
(3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion por- tion of the Notes surrendered, if any; provided that each such new Note will shall be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess 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.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Dominos Inc), Indenture (Dominos Pizza Government Services Division Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer (a “Change at such time has given notice of Control Offer”redemption under Section 3.07(d), 3.07(e) or Section 3.08(b) with respect to each Holder of all outstanding Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to in a minimum principal amount of $2,000 or and integral multiples of $1,000 in excess thereof) of that Holder’s 's Notes pursuant to a change of control offer (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased, if any to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under Section 3.07(d), Section 3.07(e) or Section 3.08(b) with respect to all outstanding Notes, the Company will send a give notice to each Holder with a copy to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such complianceconflict.
(b) On or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1) accept for payment all Notes or portions 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 of Notes properly tendered.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and
(3ii) deliver or cause to be delivered to the Trustee the Notes so accepted properly accepted, together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(d) The Paying Agent will shall promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of equal to $2,000 or and integral multiples of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2ii) a valid notice of redemption for all of the Notes has been given, or will be given prior to contemporaneously with the Change of Control Control, pursuant to Section 3.07 3.07(d) or (e) or under Section 3.08(b) unless and until such notice has been validly revoked (in the case of a redemption pursuant to Section 3.07(d)) or there is a default in the payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a . A Change of Control Offer may be made in advance of a Change of Control and conditioned or conditional upon the consummation occurrence of such a Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(f) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days' prior notice, given not more than 30 days following the Change of Control Payment Date relating to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such Change of Control Payment Date at a redemption price equal to the Change of Control Payment, plus to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase.
Appears in 2 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company Issuers will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company 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 such laws and regulations are applicable in connection with the repurchase 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 this Section 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuers will, to the extent lawful:
(1) accept for payment all Notes or portions 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 CompanyIssuers. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company Issuers to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Herbalife Nutrition Ltd.), Indenture (Herbalife Nutrition Ltd.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer (a “Change at such time has given notice of Control Offer”redemption under Section 3.07(d) or 3.07(e) with respect to each Holder of all outstanding Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to in a minimum principal amount of $2,000 or and integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased, if any to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under Section 3.07(d) or Section 3.07(e) with respect to all outstanding Notes, the Company will send a give notice to each Holder with a copy to the Trustee Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such complianceconflict.
(b) On or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1) accept for payment all Notes or portions 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 of Notes properly tendered.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and
(3ii) deliver or cause to be delivered to the Trustee the Notes so accepted properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(d) The Paying Agent will shall promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of $2,000 or and integral multiples of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2ii) a valid notice of redemption for all of the Notes has been given, or will be given prior to contemporaneously with the Change of Control Control, pursuant to Section 3.07 3.07(d) or (e) unless and until such notice has been validly revoked (in the case of a redemption pursuant to Section 3.07(d)) or there is a default in the payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a . A Change of Control Offer may be made in advance of a Change of Control and conditioned or conditional upon the consummation occurrence of such a Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(f) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Payment Date relating to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such Change of Control Payment Date at a redemption price equal to the Change of Control Payment, plus to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase.
Appears in 2 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer (a “Change Issuers have previously or concurrently exercised their right to redeem all of Control Offer”) to each Holder of Notes, the Notes pursuant to which Section 3.07 hereof, each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a cash tender offer (a “Change of Control Offer”) on the terms set forth in this Section 4.15. In the Change of Control Offer, the Company will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any any, on the Notes repurchased to the date of purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Purchase Date. Within 30 days following any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes pursuant to Section 3.07 hereof, the Company will send a notice to each Holder with a copy to and the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice (the “Change of Control Payment Date”)is sent, pursuant to the procedures required by this Section 4.14(b) 4.15 and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 this Section 4.144.15, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such compliance.
(b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Company will, to the extent lawful:
(1) , accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date:
(21) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tenderedof Notes accepted for payment; and
(32) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail or otherwise deliver to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, it will make such payment through the facilities of the Depository), and the Trustee will promptly authenticate and mail or otherwise 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 provided, however, that each such new Note note will be in a minimum principal amount of $2,000 or an integral multiples multiple of $1,000 in excess thereofof $2,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Purchase Date.
(c) Prior to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Purchase Date, the Company or any Guarantor must either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 4.15. The provisions of Section 4.14(a) described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) Notwithstanding anything to the contrary contained hereinin this Indenture, a Change of Control Offer may be made in advance of a Change of Control Control, and conditioned upon the consummation occurrence of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(f) In the event that the Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described in Section 4.15(d) above) purchases all of the Notes held by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Additional Interest, if any, on the Notes that remain outstanding, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 2 contracts
Sources: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date of repurchase (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, the Company will, or will send cause the Trustee to, mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such that notice, which date shall be no earlier than 30 days and no later than 60 days from the date that notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such that notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14this Indenture relating to a Change of Control Offer, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.14 Indenture by virtue of such compliancethereof.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
, (1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
; (2b) 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
and (3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such that Holder's Notes, and the Trustee will promptly authenticate and mail (mail, or cause to be transferred by book 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 minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.14, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.14. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Charles River Laboratories Holdings Inc), Indenture (Charles River Laboratories Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder the Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in such notice, which date shall be no earlier than the earliest date permitted under Rule 14e-1 and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.144.16, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.16 by virtue of such compliancethereof.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all the Notes or portions 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 the Notes or portions thereof so tendered; and
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of the Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of the Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer and purchases all the Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Delta Financial Corp), Indenture (Df Special Holdings Corp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company Subordinated Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Subordinated Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Subordinated Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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 Subordinated 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Subordinated Notes or portions 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 Subordinated Notes or portions thereof so tendered; and
tendered and (3) deliver or cause to be delivered to the Trustee the Subordinated Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Subordinated Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Subordinated Notes so tendered the Change of Control Payment for such Subordinated Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Subordinated Note equal in principal amount to any unpurchased portion of the Subordinated Notes surrendered, if any; provided that each such new Subordinated Note will shall be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will 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 provisions of Section 4.14(a) that require Notwithstanding the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14foregoing, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) such Change of Control Offer would cause an event of default under any of the agreements governing Indebtedness of the Company or its Subsidiaries, or if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Subordinated Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Sf Holdings Group Inc), Indenture (Sf Holdings Group Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Offer (a “Change of Control Offer, the Company will offer ”) at a payment purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest, if any any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee Holder:
(1) describing the transaction or transactions that constitute the Change of Control and offering to repurchase such Holder’s Notes on at a purchase price equal to the Change of Control Payment; and
(2) stating the repurchase date, which date will be no earlier than 30 days and no later than 60 days from the date specified in such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) and described in such notice. ; The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes 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 of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so 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 such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14contained herein, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 3.03 hereof, unless and until there is a default in payment of the applicable redemption price.
(ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and conditioned Control, conditional upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to Triggering Event each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof; provided that no Note of a principal amount of $2,000 or integral multiples of $1,000 less shall be repurchased in excess thereofpart) of that such Holder’s Notes pursuant to a the offer described below (the “Change of Control Offer. In ”) at an offer price in cash (the “Change of Control Offer, the Company will offer a payment in cash Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest thereon, if any (any, to the “Change date of Control Payment”)repurchase. Within 30 days following any a Change of ControlControl Triggering Event, the Company will send a notice to the Trustee and each Holder with a copy to the Trustee describing the transaction or transactions that constitute the a Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements Change of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Control Offer may be made up to 60 days prior to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result occurrence 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 Company will comply with all applicable laws, including, without limitation, Section 14(e) of the Exchange Act and the rules thereunder and all applicable federal and state securities laws, and will include all instructions and materials necessary to enable Holders to tender their Notes. To the extent that the provisions of any securities such laws or regulations rules conflict with the provisions of this Section 4.144.15, the Company or Company’s compliance with such Restricted Subsidiary shall comply with the applicable securities laws and regulations and rules shall not be deemed to have breached its in and of itself cause a breach of the Company’s obligations under this Section 4.14 by virtue of such compliance4.15.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) on or prior to 10:00 a.m. New York City time, 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 accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail send to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book book-entry) to each Holder a new Note equal in principal amount to any the unpurchased portion of the Notes surrenderedsurrendered by such Holder, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) . The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control provisions described above will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(dc) Notwithstanding anything to the contrary in this Section 4.14, the The Company will 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 4.14 4.15 and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer.
(d) 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 Company, or (2) any third party making a notice Change of redemption has been Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given prior not more than 30 days following such purchase pursuant to the Change of Control pursuant Offer described above, to Section 3.07 unless and until there is redeem all Notes that remain outstanding following such purchase at a default price in payment cash equal to 101% of the applicable principal amount thereof plus accrued and unpaid interest to, but not including, the date of redemption price.
(e) Notwithstanding anything subject to the contrary contained herein, a Change right of Control Offer may be made in advance Holders of a Change record of Control and conditioned upon Notes on the consummation of such Change of Control, if a definitive agreement with respect relevant record date to receive interest due on the Change of Control is in place at the time the Change of Control Offer is maderelevant Interest Payment Date).
Appears in 2 contracts
Sources: Indenture (Red Rock Resorts, Inc.), Indenture (Red Rock Resorts, Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase purchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In ") at a purchase price in cash (the "Change of Control Offer, the Company will offer a payment in cash Payment") equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest 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); provided, if any (however, that the “Change Company shall not be obligated to repurchase Notes pursuant to this covenant in the event that it has exercised its rights to redeem all of Control Payment”)the Notes as described in Section 3.07 hereof. Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase purchase Notes on the date specified in such notice, which date shall be no earlier than 30 and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to in accordance with the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 any of the provisions of this Section 4.144.15, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall not will be deemed not to have breached its obligations under this Section 4.14 covenant by virtue of such compliancethereof.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail or deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess 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.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15, and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Global Crossing LTD), Indenture (Global Crossing LTD LDC)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date of repurchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable law, rules and regulations) and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) 3.09 hereof and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 hereof relating to such Change of Section 4.14Control Offer, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described herein by virtue of such compliance.
(b) thereof. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased unrepurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this covenant, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Company will not be required to purchase any Notes until it has complied with the preceding sentence, but failure to comply with the preceding sentence shall constitute an Event of Default. 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) Date in accordance with Section 3.09 hereof. The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control provisions described above will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything . Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the contrary in this Section 4.14, Holders of Notes to require that the Company will repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Diamond Brands Inc), Indenture (Diamond Brands Operating Corp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 U.S.$1,000 or an integral multiples multiple of $1,000 in excess thereofU.S.$1,000) of that each Holder’s 's Notes pursuant to at a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment in cash purchase price equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest, if any any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such the notice (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such complianceconflict.
(b) On the Change of Control Payment Date, the Company or its designated agent will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes 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 of Notes tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so 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 PROVIDED that each such new Note will be in a minimum principal amount of $2,000 U.S.$1,000 or an integral multiples of $1,000 in excess 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.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Paramount Resources LTD), Indenture (Paramount Resources LTD)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to at a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interestinterest and Special Interest, if any any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 this Section 4.144.16, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.16 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes 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 of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so 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 such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.16, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.16 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Isle of Capri Casinos Inc), Indenture (Isle of Capri Casinos Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions 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 Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Section 4.01 [Reserved]
Appears in 2 contracts
Sources: Indenture (Post Holdings, Inc.), Indenture (Post Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase purchase all or any part a portion (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to a (the “Change of Control Offer. In the Change of Control Offer, the Company will offer ”) at a payment in cash purchase price equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest, if any any, to the date of purchase (subject to the “Change right of Control Payment”Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the date fixed for redemption). .
(b) Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder of Notes, with a copy to the Trustee describing Trustee, in accordance with the transaction or transactions procedures set forth in Section 3.04, that constitute the Change of Control and offering a Holder must follow in order to repurchase have its Notes on the date specified in such notice purchased.
(the “Change of Control Payment Date”)c) The Company shall comply, pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Controlpursuant to this Supplemental Indenture. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Supplemental Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under any covenant of this Section 4.14 Supplemental Indenture by virtue of such this compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions 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 Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Supplemental Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 3.02, unless and until there is a default in payment of the applicable redemption priceRedemption Price.
(e) Notwithstanding anything to the contrary contained herein, a 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 with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (TreeHouse Foods, Inc.), First Supplemental Indenture (TreeHouse Foods, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change each holder of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company Issuer to repurchase all or any part (equal to $2,000 US$100,000 or €50,000 or an integral multiples multiple of $US$1,000 or €1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control OfferOffer on the terms set forth in this Indenture. In the Change of Control Offer, the Company Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”), subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company Issuer will send mail a notice to each Holder holder of the Notes at such holder’s registered address or otherwise deliver a notice in accordance with the procedures described under Section 13.01, stating that a copy to the Trustee describing the transaction or transactions that constitute the Change of Control Offer is being made and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuer will, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. Issuer.
(c) The Paying Agent will promptly mail (or cause to be delivered) to each Holder holder of Notes so 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 book-entry) to each Holder 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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(cd) The provisions of this Section 4.14(a) 4.14 that require the Company Issuer to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not permit the holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(de) Notwithstanding anything to the contrary in this Section 4.14, the Company The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to this Indenture as described in Section 3.07 3.07, unless and until there is a default in payment of the applicable redemption price.
(e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(f) The provisions under this Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the consent of the holders of a majority in principal amount of the Notes prior to the occurrence of the Change of Control.
(g) 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 and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notices relating to the Change of Control Offer 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 at ▇▇▇.▇▇▇▇▇▇.▇▇.
Appears in 2 contracts
Sources: Indenture (Sappi LTD), Indenture (Sappi LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of NotesHolder, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions 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 Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 2 contracts
Sources: Indenture (Post Holdings, Inc.), Indenture (Post Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer (a “Change Issuer at such time has given notice of Control Offer”redemption under Section 3.07(b) or Section 3.07(c) with respect to each Holder of all outstanding Notes, pursuant to which each such Holder will have the right to require the Company Issuer to repurchase all or any part (equal to in a minimum principal amount of $2,000 or and integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Company Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased, if any to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company Issuer at such time has given notice of redemption under Section 3.07(b) or Section 3.07(c) with respect to all outstanding Notes, the Issuer will send a give notice to each Holder with a copy to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such complianceconflict.
(b) On or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful:
(1) accept for payment all Notes or portions 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 of Notes properly tendered.
(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and
(3ii) deliver or cause to be delivered to the Trustee the Notes so accepted properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. Issuer.
(d) The Paying Agent will shall promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of $2,000 or and integral multiples of $1,000 in excess thereof. The Company will Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2ii) a valid notice of redemption for all of the Notes has been given, or will be given prior to contemporaneously with the Change of Control Control, pursuant to Section 3.07 3.07(b) or Section 3.07(c) unless and until such notice has been validly revoked (in the case of a redemption pursuant to Section 3.07(b)) or there is a default in the payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a . A Change of Control Offer may be made in advance of a Change of Control and conditioned or conditional upon the consummation occurrence of such a Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(f) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Issuer (or any third party making such Change of Control Offer in lieu of the Issuer as described above) purchases all of the Notes held by such Holders, the Issuer shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Payment Date relating to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such Change of Control Payment Date in accordance with Article 3 at a redemption price equal to the Change of Control Payment, plus to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase.
Appears in 2 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company Issuer to repurchase all or any part (equal to $2,000 US$200,000 or an integral multiples multiple of $US$1,000 in excess thereof) of that Holder’s Notes pursuant to a an offer (“Change of Control Offer”) on the terms set forth in this Indenture. In the a Change of Control Offer, the Company Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company Issuer will send mail a notice to each Holder of the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures described under Section 3.03 and Section 13.01, stating that a copy to the Trustee describing the transaction or transactions that constitute the Change of Control Offer is being made and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuer will, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. Issuer.
(c) The Paying Agent will promptly mail (or cause to be delivered) to each Holder holder of Notes so 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 book-entry) to each Holder 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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(cd) The provisions of this Section 4.14(a) 4.14 that require the Company Issuer to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not permit the holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(de) Notwithstanding anything to the contrary in this Section 4.14, the Company The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to this Indenture as described in Section 3.07 3.07, unless and until there is a default in payment of the applicable redemption price.
(e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(f) The provisions under this Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the consent of the holders of a majority in principal amount of the Notes prior to the occurrence of the Change of Control.
(g) 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 and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notices relating to the Change of Control Offer in a leading newspaper of general circulation in Luxembourg (expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notices on the official website of the Luxembourg Stock Exchange at ▇▇▇.▇▇▇▇▇▇.▇▇.
Appears in 2 contracts
Sources: Indenture (Sappi LTD), Indenture (Sappi LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 E1,000 or an integral multiples of $1,000 in excess multiple thereof) of that Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer"). In the Change of Control Offer, the Company will shall offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, unless the Company will send has exercised its right to redeem the Notes pursuant to Section 3.07, the Company shall mail a notice to the Trustee and each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the “date such notice is mailed, other than as required by law (the "Change of Control Payment Date”")), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such compliance.
(b) conflict. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) 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
(3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 PROVIDED that each such new Note will shall be in a minimum principal amount of $2,000 E1,000 or an integral multiples multiple thereof. Prior to complying with any of $1,000 the provisions of this Section 4.15, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. If the Company does not obtain such consents or repay such borrowings, the Company will be prohibited from purchasing the Notes. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) . The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Mark I Molded Plastics of Tennessee Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase purchase Notes on the payment date, which shall be no earlier than 30 days and no later than 60 days from the date specified in such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) and described in this Section 4.14, Section 3.09 hereof and such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Indenture relating to such Change of Control Offer, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.14 Indenture by virtue of such compliancethereof.
(b) On By 12:00 p.m. (noon) Eastern Time on the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 shall be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with any of $1,000 the provisions of this Section 4.14, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Team Health Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer"). In the Change of Control Offer, the Company will shall offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, unless the Company will send has exercised its right to redeem the Notes pursuant to Section 3.07, the Company shall mail a notice to the Trustee and each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the “date such notice is mailed, other than as required by law (the "Change of Control Payment Date”")), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such compliance.
(b) conflict. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) 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
(3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 shall be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will publicly announce the results Prior to complying with any of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of this Section 4.14(a) that require the Company to make a Change of Control Offer 4.15, but in any event within 90 days following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14Control, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes either repay all outstanding Senior Debt or obtain the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Controlrequisite consents, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.any, under all agreements governing outstanding Senior Debt to
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (ai) If Upon the occurrence of a Change of Control occursControl, the Company will be required to make an offer (a “"Change of Control Offer”") to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will Note at an offer a payment price in cash equal to 101100% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest, if any interest thereon to the date of repurchase (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will send mail a notice to each the Holder with a copy to the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), Note pursuant to the procedures required by Section 4.14(b) this Agreement and described in such notice; provided that, prior to complying with the provisions of this covenant, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of the Note required by this covenant. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes Note 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(bii) On the Change of Control Payment Date, the Company will, to the extent lawful:
, (1i) accept for payment all Notes the Note or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with pay to the Paying Agent Holder an amount equal to the Change of Control Payment in respect of all Notes the Note or portions thereof so tendered; and
tendered and (3iii) accept the Note from the Holder and deliver or cause to be delivered to the Trustee the Notes so accepted together with Holder an Officer’s Officers' Certificate stating the aggregate principal amount of Notes the Note or portions thereof being purchased by the Company. The Paying Agent Company will promptly mail to each the Holder of Notes the Note so tendered the Change of Control Payment for such NotesNote, and the Trustee Company will promptly authenticate and mail (or cause to be transferred by book entry) to each the Holder a new Note equal in principal amount to any unpurchased portion of the Notes Note surrendered, if any; provided provided, that each such new Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess 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.
(c) . The provisions occurrence of Section 4.14(a) that require a Change of Control could result in a default under the Senior Debt of the Company. In addition, the Senior Debt could restrict the Company's ability to repurchase the Note upon a Change of Control. In the event a Change of Control occurs at a time when the Company is prohibited from repurchasing the Note, the Company could seek the consent of its lenders to the repurchase of the Note or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from repurchasing the Note. In such case, the Company's failure to make a Change of Control Offer following or to repurchase the Note tendered in a Change of Control will be applicable regardless Offer would constitute an Event of whether or not any other Default under this Agreement, which could, in turn, constitute a default under the Senior Debt. In such circumstances, the subordination provisions in Section 11 of this Indenture are applicableAgreement would likely restrict payments to the Holder of the Note. Finally, the Company's ability to repurchase the Note upon a Change of Control may be limited by the Company's then existing financial resources.
(diii) Notwithstanding anything to the contrary in this Section 4.14, the The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 the Agreement applicable to a Change of Control Offer made by the Company and purchases all Notes properly the Note validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Note Purchase Agreement (Sweetheart Holdings Inc \De\)
Offer to Repurchase Upon Change of Control. (a) If Within 30 days following the occurrence of a Change of Control occursControl, unless the Company has given a notice of redemption with respect to all of the Notes pursuant to Sections 3.03 and 3.07, the Company will make an offer (Offer to Purchase all of the outstanding Notes at a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment Purchase Price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus tendered, together with accrued and unpaid interest, if any any, to but not including the Purchase Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Purchase Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change Offer to Purchase; provided that if, following repurchase of Control Offera portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than a minimum of $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is at a minimum denomination of $2,000;
(2) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment Purchase Price in respect of all Notes or portions thereof of Notes so tendered; and
(3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. Company in accordance with the terms of this Section 4.14.
(c) The applicable Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment Purchase Price for such Notes, and the Trustee Trustee, upon receipt of an Authentication Order from the Company, will promptly authenticate and mail (or otherwise deliver in accordance with the applicable procedures of DTC) (or cause to be transferred by book entry) to each Holder a new Note (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the Trustee to authenticate and mail or deliver such 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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything If a Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the contrary Purchase Date will be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date.
(e) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase the Notes upon a Change of Control and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Purchase Date, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption.
(f) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws or regulations in connection with any repurchase of the Notes pursuant to this Section 4.14. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under this Indenture by virtue of such compliance.
(g) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(h) The Company will not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (1) a third party makes the such an Offer to Purchase contemporaneously with or upon a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in of this Section 4.14 Indenture and purchases all Notes properly validly tendered and not validly withdrawn under the Change of Control such Offer to Purchase or (2) a notice of redemption for all then outstanding Notes has been given prior to the Change of Control pursuant to Section 3.07 Sections 3.03 and 3.07, unless and until there is a default in payment of the applicable Redemption Price or the redemption priceis not consummated due to the failure of a condition precedent contained in the applicable notice of redemption to be satisfied.
(ei) Notwithstanding anything An Offer to the contrary contained herein, a Change of Control Offer Purchase may be made in advance of a Change of Control and conditioned Control, conditional upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer to Purchase is made.
Appears in 1 contract
Sources: Senior Notes Indenture (Schweitzer Mauduit International Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder the Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s Senior Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Senior Notes on the date specified in such notice, which date shall be no earlier than the earliest date permitted under Rule 14e-1 and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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 Senior 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 4.144.15, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such compliancethereof.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all the Senior Notes or portions 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 the Senior Notes or portions thereof so tendered; and
tendered and (3) deliver or cause to be delivered to the Trustee the Senior Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of the Senior Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of the Senior Notes so tendered the Change of Control Payment for such Senior Notes, and the Trustee will 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, if any; provided that each such new Senior Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer and purchases all the Senior Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Delta Financial Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that Holder’s 's Notes pursuant to a Change of Control Offerthe offer described below (the "CHANGE OF CONTROL OFFER") on the terms set forth in this Section 4.14. In the Change of Control Offer, the Company will shall offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon, to the date of purchase (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date Change of Control Payment Date specified in such notice (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 4.14 by virtue of such compliance.
(b) conflict. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) prior to 10:00 am Eastern time, 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
(3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause instruct the Registrar to be transferred transfer 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 shall be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess 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.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Advancepcs Research LLC)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Indenture. In the such Change of Control Offer, the Company Issuers will offer a payment (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (any, on the “Change Notes repurchased, to the date of Control Payment”)purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company Issuers will send mail a notice to each Holder with a copy to the Trustee holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company 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 such laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuers will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so properly tendered; and;
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuers. The Paying Agent paying agent will promptly mail or wire transfer to each Holder of Notes properly tendered and so tendered accepted the Change of Control Payment for such Notes, and the Trustee trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note note will be in a minimum principal amount of $2,000 or an integral multiples multiple of $1,000 in excess thereof. Any note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date. The Company Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14contained herein, the Company Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to for all of the Change of Control Notes pursuant to Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price.
(e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(d) The provisions of this Section 4.15 that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of this Indenture are applicable.
Appears in 1 contract
Sources: Indenture (SITEL Worldwide Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change each holder of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000) of that Holder’s holder's Notes pursuant to a the offer described below (the "Change of Control Offer") on the terms set forth in this Indenture. In the Change of Control Offer, the Company will shall offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any any, on the Notes repurchased (the “"Change of Control Payment”"), to but excluding the date of purchase. Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the change of control payment date specified in such notice (the “"Change of Control Payment Date”)") specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee trustee the Notes so properly accepted together with an Officer’s 's Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will shall promptly mail to each Holder holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will upon receipt of an Authentication Order from the Company shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder 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 shall be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2ii) a notice of redemption has been given prior to the Change of Control pursuant to under Section 3.07 3.05, unless and until there is a default in payment of the applicable redemption price.
(ed) Notwithstanding anything The provisions described above that require the Company to the contrary contained herein, make a Change of Control Offer may be made in advance of following a Change of Control and conditioned upon the consummation will be applicable whether or not any other provisions of such this Indenture are applicable. Except as described above with respect to a Change of Control, if this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company to repurchase or redeem the Notes in the event of a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is madetakeover, recapitalization or similar transaction.
Appears in 1 contract
Sources: Indenture (Calpine Corp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “"Change of Control Offer”") to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that each Holder’s 's Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date of repurchase (the “"Change of Control Payment”"). Within 30 20 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the "Change of Control Payment Date"), the Company will, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with the Paying Agent Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent Trustee will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Unless the Company defaults in the payment for any Notes properly tendered pursuant to the Change of Control Offer, any Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date.
(c) The Change of Control provisions described in this Section 4.14 will be applicable whether or not any other provisions of this Indenture are applicable.
(d) Notice of a Change of Control Offer will be mailed by the Company, with a copy to the Trustee, or, at the Company's option, by the Trustee (at the Company's expense) not more than 30 calendar days after the Change of Control to each Holder of the Notes at such Holder's last registered address appearing in the Register. In such notice, the Company will describe the transaction that constitutes the Change of Control and offer to repurchase Notes pursuant to the procedures required by this Section 4.14 and described in such notice. The notice will contain all instructions and materials necessary to enable Holders to tender Notes pursuant to the Change of Control Offer. In addition, the notice will state: (1) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment; (2) the Change of Control Payment and the Change of Control Payment Date, which will be no sooner than 60 nor later than 90 days after the Change of Control; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the 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; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to deliver the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry transfer, to the Company, the Depository (if appointed by the Company), or 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 Purchase Date; (6) that Holders will be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the close of business on the third 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 (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 (or transferred by book-entry transfer), which unpurchased portion must be equal to at least $1,000 in principal amount or an integral multiple thereof.
(e) On the Change of Control Payment Date, the Company will (i) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money in immediately available funds sufficient to pay the purchase price of all Notes or portions thereof so accepted, and (iii) deliver to the Trustee Notes so accepted together with an Officer's Certificate stating the Notes or portions thereof accepted for payment by the Company. If the Company complies with its obligations set forth in the immediately preceding sentence, whether or not a Default or Event of Default has occurred and is continuing on the Change of Control Purchase Date, the Paying Agent will as promptly as practicable mail or deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price, and the Company will execute and the Trustee will as promptly as practicable authenticate and mail or deliver to such Holder a new Note equal in principal amount to any unpurchased portion of the Note surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 in excess or an integral multiple thereof. Any Notes not so accepted will be as promptly as practicable mailed or delivered by the Trustee to the Holders thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon promptly as practicable after the Change of Control Payment Purchase Date.
(c) The provisions . For purposes of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Trustee will act as the Paying Agent.
(f) Prior to complying with the other provisions of this Section 4.14, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Indebtedness to permit the repurchase of Notes required by this Section 4.14.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Tv Filme Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase purchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In ") at a purchase price in cash (the "Change of Control Offer, the Company will offer a payment in cash Payment") equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Special Interest 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); provided, if any (however, that the “Change Company shall not be obligated to repurchase Notes pursuant to this covenant in the event that it has exercised its rights to redeem all of Control Payment”)the Notes as described in Section 3.7 hereof. Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase purchase Notes on the date specified in such notice, which date shall be no earlier than 30 and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to in accordance with the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 any of the provisions of this Section 4.144.15, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall not will be deemed not to have breached its obligations under this Section 4.14 covenant by virtue of such compliancethereof.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail or deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess 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.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15, and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Global Crossing LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will shall make an offer (a “"Change of Control Offer”") to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (part, equal to $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof) 1,000, of that the Holder’s 's Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will at an offer a payment price in cash equal to (i) 101% of the Accreted Value of the Notes, plus Liquidated Damages, if any, thereon to the date fixed for repurchase, if the repurchase occurs prior to April 15, 2005 or (ii) 101% of the aggregate principal amount of Notes repurchased the Notes, plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date fixed for repurchase, if the repurchase occurs on or after April 15, 2005 (the “"Change of Control Payment”"). .
(b) Within 30 business days following any a Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in such the notice, which date shall be no earlier than 30 days and no later than 60 days from the date the notice is mailed (the “"Change of Control Payment Date”), ") pursuant to the procedures required by set forth in Section 4.14(b) 3.09 and described in such the notice. .
(c) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase their purchase of the Notes as a result of pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations such rule conflict with the provisions of Section 4.14this Indenture relating to an Change of Control Offer, the Company or such Restricted Subsidiary shall comply with the applicable securities laws provisions of such rule and regulations and shall not be deemed not to have breached its obligations under this Section 4.14 by virtue relating to such Change of such complianceControl Offer.
(bd) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to under 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 of the Notes so tendered; and
and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate Accreted Value or principal amount , as applicable, of Notes or portions thereof of the Notes being purchased by the Company. .
(e) The Paying Agent will shall mail promptly mail to each Holder holder of Notes so tendered the Change of Control Payment for such the Notes, and the Trustee will shall promptly authenticate and mail (mail, or cause to be transferred by book entry) , to each Holder holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note will shall be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000.
(f) Prior to a Change of Control Payment Date, the Company shall either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.14. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(cg) The Change of Control provisions described in this Section 4.14 shall be applicable notwithstanding any other provisions of Section 4.14(athis Indenture.
(h) that require the The Company shall not be required to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Ubiquitel Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described in this Section 4.19 (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 10 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) 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
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall upon receipt of an Authentication Order 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 shall be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.19, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding indebtedness under the New Credit Facility or obtain the requisite consents, if any, under the New Credit Facility to permit the repurchase of Notes required by this Section 4.19. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control provisions described above will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(dc) Notwithstanding anything to the contrary in this Section 4.144.19, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.19 and Section 3.9 hereof and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer (a “Change has exercised its right to redeem all of Control Offer”) the Notes pursuant to Section 3.07 hereof by giving notice of such redemption to the Holders, each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof; provided, that the unrepurchased portion of a Note must be in a minimum denomination of $2,000) of that Holder’s Notes pursuant to (a “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will offer a payment an amount in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Special Interest, if any any, on the Notes repurchased, to (but not including) the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing stating the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) hereby and described in such notice. The Company will comply comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act 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. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14hereof, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.11 by virtue of such compliance.
(b) conflict. On the Change of Control Payment Date, the Company will, to the extent lawful:
(1a) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so 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 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 minimum principal amount of $2,000 or an integral multiples multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) . Notwithstanding anything to the contrary in this Section 4.144.11, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.11 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a Offer. Any Change of Control Offer may be made in advance of a Change of Control in Control, and conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time of making the Change of Control Offer is madeOffer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will shall make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date of purchase (the “"Change of Control Payment”"). Within 30 days ten Business Days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) 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
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer Offer.
(d) On and after the purchase date interest and Liquidated Damages, if any, shall cease to accrue on the Notes or (2) a notice the portions of redemption has been given prior to Notes tendered and not withdrawn by the Change Holders of Control the Notes and purchased by the Company pursuant to Section 3.07 unless and until there is a default in payment 4.15(d) hereof, regardless of the applicable redemption pricewhether certificates for such securities are actually surrendered.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a cash tender offer (“Change of Control Offer”) on the terms set forth in this Section 5.15. In the Change of Control Offer, the Company will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest, if any any, on the Notes repurchased to the date of purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice (the “Change of Control Payment Date”)is mailed, pursuant to the procedures required by this Section 4.14(b) 5.15 and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 this Section 4.145.15, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 5.15 by virtue of such compliance.
(b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Company will, to the extent lawful:
(1) , accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date:
(21) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tenderedof Notes accepted for payment; and
(32) deliver or cause to be delivered to the Trustee trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) described above that require the Company Vanguard to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.145.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 5.15 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or Offer, (2) a notice of redemption of all outstanding Notes has been given prior to the Change of Control pursuant to Section 3.07 4.03, unless and until there is a default in payment of the applicable redemption priceprice or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer.
(e) Notwithstanding anything to the contrary contained hereinin this Indenture, a Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(f) In the event that the Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption (subject to the rights of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Sources: First Supplemental Indenture (Vanguard Natural Resources, LLC)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Company will make an offer (Issuers have mailed a “Change redemption notice with respect to all of Control Offer”) to the outstanding Notes as provided by Section 3.07, each Holder of Notes, pursuant to which each such Holder will shall have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below at a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Additional Interest, if any any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of ControlThe Issuers shall comply, the Company will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)extent applicable, pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply with the requirements of Section 14(e) of, and Rule 14e-1 under 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 Indenture by virtue of its compliance with such compliance.securities laws or regulations. Within 30 days following any Change of Control, unless the Issuers have mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Issuers shall mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(bi) On that a Change of Control has occurred and that such holder has the right to require the Issuers 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 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 on the relevant interest payment date);
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed);
(iv) that any Notes not tendered or accepted for payment shall continue to accrue interest and Additional Interest, if any;
(v) that, unless the Issuers default in making the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent or Depositary, as applicable, 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, subject to the Company willApplicable Procedures;
(vii) that Holders shall be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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, subject to the Applicable Procedures;
(viii) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Issuers, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is, subject to any contrary requirement of applicable law, at least 30 but no more than 60 days from the date on which the Issuers mail notice of the Change of Control (the “Change of Control Payment Date”), the Issuers shall, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
, and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuers. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book 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 shall be in a minimum principal amount of $2,000 or an integral multiples multiple of $1,000 in excess thereof. The Company will Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a Offer. A Change of Control Offer may be made in advance of a Change of Control Control, and conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time of making the Change of Control Offer is madeOffer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer (a “Change at such time has given notice of Control Offer”redemption under Section 3.07(d) or 3.07(e) with respect to each Holder of all outstanding Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to in a minimum principal amount of $2,000 or and integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased, if any to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under Section 3.07(d) or Section 3.07(e) with respect to all outstanding Notes, the Company will send a give notice to each Holder with a copy to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 14e‑1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such complianceconflict.
(b) On or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1) accept for payment all Notes or portions 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 of Notes properly tendered.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and
(3ii) deliver or cause to be delivered to the Trustee the Notes so accepted properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(d) The Paying Agent will shall promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of $2,000 or and integral multiples of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2ii) a valid notice of redemption for all of the Notes has been given, or will be given prior to contemporaneously with the Change of Control Control, pursuant to Section 3.07 3.07(d) or (e) unless and until such notice has been validly revoked (in the case of a redemption pursuant to Section 3.07(d)) or there is a default in the payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a . A Change of Control Offer may be made in advance of a Change of Control and conditioned or conditional upon the consummation occurrence of such a Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(f) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Payment Date relating to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such Change of Control Payment Date at a redemption price equal to the Change of Control Payment, plus to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder will have the right to require the Company will make purchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes pursuant to an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have on the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 terms set forth in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offerthis Indenture. In the Change of Control Offer, the Company will offer a payment (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any (any, on the “Change Notes repurchased to the date of Control Payment”)repurchase, subject to the right of the Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will send deliver a notice to each Holder Holder, with a copy to the Trustee Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. .
(b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 this Section 4.144.15, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the provisions of this Section 4.14 4.15 by virtue of such complianceconflict.
(bc) On the date of such Change of Control Payment DatePayment, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes 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 of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(d) The Paying Agent will promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail 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 minimum principal amount of $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000. The Company 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 DatePayment.
(ce) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2ii) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 hereof unless and until there is a default in the payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date of repurchase (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, the Company will send (or will cause the Trustee to) mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Indenture relating to such Change of Control Offer, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.14 Indenture by virtue of such compliance.
(b) thereof. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2b) 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
tendered and (3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book 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 minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.14, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.14. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(db) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Formica Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder▇▇▇▇▇▇’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section 4.13. In the Change of Control Offer, the Company will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest, if any any, on the Notes repurchased to the date of settlement (the “Change of Control PaymentSettlement Date”). Within , subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date.
(b) No later than 30 days following any Change of Control Triggering Event (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), the Company will send a notice to each Holder with a copy to and the Trustee electronically or by first class mail or otherwise in accordance with the procedures of DTC describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on as of the date specified in such notice (the “Change of Control Payment Date”)Settlement Date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by this Section 4.14(b) 4.13 and described in such notice. .
(c) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.14 Indenture by virtue of such compliance.
(bd) On or before the Change of Control Payment Settlement Date, the Company will, to the extent lawful:
(1) , accept for payment all Notes or portions thereof of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;. Promptly thereafter on the Change of Control Settlement Date, the Company will:
(21) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tenderedof Notes properly tendered and not withdrawn; and
(32) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(e) The Paying Agent will promptly on the Change of Control Settlement Date mail or wire transfer to each Holder of Notes properly tendered and so tendered accepted the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of DTC), 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 provided, however, that each such new Note will be in a minimum principal amount of $2,000 or an integral multiples multiple of $1,000 in excess thereof. The Company Any Note so accepted for payment will publicly announce the results of the Change of Control Offer cease to accrue interest on or as soon as practicable and after the Change of Control Payment Settlement Date.
(cf) The provisions of Section 4.14(a) described above that require the Company to make a Change of Control Offer following a Change of Control Triggering Event will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(dg) Notwithstanding anything to the contrary in this Section 4.14, the The Company will 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 time and otherwise in compliance with the requirements set forth in this Section 4.14 4.13 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or Offer, (2) a notice of redemption has been given prior to for all of the Change of Control Notes pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price, (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer or (4) the Notes have been satisfied and discharged in accordance with Section 11.01 hereof.
(eh) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control and conditioned upon Triggering Event, subject to one or more conditions precedent, including but not limited to the consummation of such Change of ControlControl Triggering Event, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer or Alternate Offer is made. The closing date of any such Change of Control Offer made in advance of a Change of Control may be changed to conform to the actual closing date of the Change of Control; provided that such closing date is not earlier than 15 days and no later than 60 days from the date the Change of Control Offer notice is sent as described in the first paragraph of this section.
(i) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Sources: Indenture (CVR Energy Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company Partnership to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereofof $2,000) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section 4.13. In the Change of Control Offer, the Company Partnership will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest, if any any, on the Notes repurchased to the date of settlement (the “Change of Control PaymentSettlement Date”). Within , subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date.
(b) No later than 30 days following any Change of Control Triggering Event (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), the Company Partnership will send a notice to each Holder with a copy to and the Trustee electronically or by first class mail or otherwise in accordance with the procedures of DTC describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on as of the date specified in such notice (the “Change of Control Payment Date”)Settlement Date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by this Section 4.14(b) 4.13 and described in such notice. .
(c) The Company Partnership will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall Partnership will comply with the applicable securities laws and regulations thereunder and shall will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.14 Indenture by virtue of such compliance.
(bd) On or before the Change of Control Payment Settlement Date, the Company Partnership will, to the extent lawful:
(1) , accept for payment all Notes or portions thereof of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;. Promptly thereafter on the Change of Control Settlement Date, the Partnership will:
(21) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tenderedof Notes properly tendered and not withdrawn; and
(32) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. Partnership.
(e) The Paying Agent will promptly on the Change of Control Settlement Date mail or wire transfer to each Holder of Notes properly tendered and so tendered accepted the Change of Control Payment for such NotesNotes (or, and if all the Notes are then in global form, make such payment through the facilities of DTC), and, upon receipt of written instruction from the Partnership, 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 provided, however, that each such new Note will be in a minimum principal amount of $2,000 or an integral multiples multiple of $1,000 in excess thereofof $2,000. The Company Any Note so accepted for payment will publicly announce the results of the Change of Control Offer cease to accrue interest on or as soon as practicable and after the Change of Control Payment Settlement Date.
(cf) The provisions of Section 4.14(a) described above that require the Company Partnership to make a Change of Control Offer following a Change of Control Triggering Event will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(dg) Notwithstanding anything to the contrary in this Section 4.14, the Company The Partnership will 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 4.14 4.13 applicable to a Change of Control Offer made by the Partnership and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or Offer, (2) a notice of redemption has been given prior to for all of the Change of Control Notes pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price, (3) in connection with or in contemplation of any Change of Control, the Partnership has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment (the “Alternate Offer Price”) and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer or (4) the Notes have been satisfied and discharged in accordance with Section 12.01 hereof.
(eh) Notwithstanding anything to the contrary contained herein, a Change of Control Offer by the Partnership or a third party or Alternate Offer may be made in advance of a Change of Control and conditioned upon Triggering Event, subject to one or more conditions precedent, including but not limited to the consummation of such Change of ControlControl Triggering Event, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer or Alternate Offer is made.
(i) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer or Alternate Offer and the Partnership, or any third party making a Change of Control Offer or Alternate Offer in lieu of the Partnership as described in this Section 4.13, purchases all of the Notes validly tendered and not withdrawn, the Partnership or such third party will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice (provided that such notice is given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described in this Section 4.13) to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the applicable Change of Control Payment or Alternate Offer Price plus, to the extent not included in the Change of Control Payment or Alternate Offer Price, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Sources: Indenture (CVR Energy Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Securityholder shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that Holder’s Notes such Securityholder's Securities pursuant to a the offer described in this Section 4.13 (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestInterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). The calculation of the portion of unpaid Interest represented by Cash Flow Participation Interest shall be made in the same manner as set forth in Section 3.7 hereof. Within 30 10 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Securities on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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 Securities 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the a Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1i) accept for payment all Notes Securities or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes Securities or portions thereof so tendered; and
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes Securities so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes Securities or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes Securityholder so tendered the Change of Control Payment for such NotesSecurities, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder Securityholder a new Note Security equal in principal amount to any unpurchased portion of the Notes Securities surrendered, if any; provided that each such new Note will Security shall be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control provisions described above will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(dc) Notwithstanding anything to the contrary in this Section 4.144.13, the Company will shall not be required to make a Change of Control Offer upon a Change of Control (i) if (1) a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.13 and Section 3.8 hereof and purchases all Notes properly Securities validly tendered and not withdrawn under the such Change of Control Offer or (2ii) a notice of redemption has been given prior the Company exercises its option to purchase all the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, Securities upon a Change of Control Offer may be made as described in advance of a Change of Control and conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is madeSection 3.7 hereof.
Appears in 1 contract
Sources: Indenture (Harvard Industries Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will shall make an offer (a “"Change of Control Offer”") to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (part, equal to $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof) 1,000, of that the Holder’s 's Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will at an offer a payment price in cash equal to 101100% of the aggregate principal amount of Notes repurchased the Notes, plus accrued and unpaid interest, if any thereon to the date fixed for repurchase (the “"Change of Control Payment”"). .
(b) Within 30 business days following any a Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in such the notice, which date shall be no earlier than 30 days and no later than 60 days from the date the notice is mailed (the “"Change of Control Payment Date”), ") pursuant to the procedures required by set forth in this Section 4.14(b) 10.15 and described in such the notice. .
(c) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase their purchase of the Notes as a result of pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations such rule conflict with the provisions of Section 4.14this Indenture relating to an Change of Control Offer, the Company or such Restricted Subsidiary shall comply with the applicable securities laws provisions of such rule and regulations and shall not be deemed not to have breached its obligations under this Section 4.14 by virtue relating to such Change of such complianceControl Offer.
(bd) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to under 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 of the Notes so tendered; and
and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof of the Notes being purchased by the Company. .
(e) The Paying Agent will shall mail promptly mail to each Holder holder of Notes so tendered the Change of Control Payment for such the Notes, and the Trustee will shall promptly authenticate and mail (mail, or cause to be transferred by book entry) , to each Holder holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided PROVIDED, HOWEVER, that each such new Note will shall be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the 1,000.
(f) Prior to a Change of Control Payment Date, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under the agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 10.15.
(cg) The Change of Control provisions described in this Section 10.15 shall be applicable notwithstanding any other provisions of Section 4.14(athis Indenture.
(h) that require the The Company shall not be required to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 10.15 and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer Offer. The Company shall continue (i) to directly or (2) a notice indirectly maintain 100% ownership of redemption has been given prior the Trust Common Securities; PROVIDED, HOWEVER, that any permitted successor of the Company hereunder may succeed to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment Company's ownership of the applicable redemption price.
Trust Common Securities and (eii) Notwithstanding anything to use its reasonable efforts to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of Securities to the contrary contained hereinholders of Trust Securities in liquidation of the Trust, a Change the redemption of Control Offer may all of the Trust Securities, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be made in advance of a Change of Control and conditioned upon the consummation of such Change of Control, if a definitive agreement with respect classified for United States Federal income tax purposes as an entity which is not subject to the Change of Control is in place United States Federal income tax at the time entity level and the Change income of Control Offer which is madetreated for United States Federal income tax purposes as derived by holders of interests in the entity.
Appears in 1 contract
Sources: Indenture (Cccisg Capital Trust)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to make an offer (a "Change in Control Offer") to repurchase all or any part (equal to $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes pursuant to a Change of Control Offerthe terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a change of control payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any any, on the Notes repurchased, to the date of purchase (the “"Change of in Control Payment”"). Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the change of control payment date specified in such the notice (the “"Change of in Control Payment Date”"), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such compliance.
(b) conflict. On the Change change of Control Payment Date, the Company will, to the extent lawful:
(1a) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Certificate officers' certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so 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 note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note note will be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple of $1,000 1,000. Prior to complying with any of the provisions of this Section 4.15, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) . Notwithstanding anything to the contrary in this Section 4.144.15, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Rotech Healthcare Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer at such time has given notice of redemption under Section 3.07(d) or (a “Change of Control Offer”e) with respect to each Holder of all outstanding Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (in a principal amount equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s ▇▇▇▇▇▇'s Notes pursuant to a change of control offer (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased, if any to the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under Section 3.07(d) or (e) with respect to all outstanding Notes, the Company will send a give notice to each Holder with a copy to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such complianceconflict.
(b) On At least one Business Day prior to the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1) accept for payment all Notes or portions 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 of Notes properly tendered.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and
(3ii) deliver or cause to be delivered to the Trustee the Notes so accepted properly accepted, together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(d) The Paying Agent will shall promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of equal to $2,000 or integral multiples of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2ii) a valid notice of redemption for all of the Notes has been given, or will be given prior to contemporaneously with the Change of Control Control, pursuant to Section 3.07 3.07(d) or (e) unless and until such notice has been validly revoked or there is a default in the payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a . A Change of Control Offer may be made in advance of a Change of Control and conditioned or conditional upon the consummation occurrence of such a Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder the Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Senior Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Senior Notes on the date specified in such notice, which date shall be no earlier than the earliest date permitted under Rule 14e-1 and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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 Senior 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 4.144.15, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such compliancethereof.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all the Senior Notes or portions 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 the Senior Notes or portions thereof so tendered; and
tendered and (3) deliver or cause to be delivered to the Trustee the Senior Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of the Senior Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of the Senior Notes so tendered the Change of Control Payment for such Senior Notes, and the Trustee will 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, if any; provided that each such new Senior Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer and purchases all the Senior Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Delta Financial Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send covenants to
(i) repay in full all obligations and terminate all commitments under or in respect of all Senior Indebtedness under the Credit Agreement to the extent the terms thereof prohibit the purchase by the Company of the Notes upon a notice Change of Control in compliance with the terms of this covenant or offer to repay in full all obligations and terminate all commitments under or in respect of all such Senior Indebtedness under the Credit Agreement and repay the Senior Indebtedness owed to each Holder such lender who has accepted such offer; or
(ii) obtain the requisite consents, if any, under the Credit Agreement to permit the repurchase of the Notes as described below. The Company must first comply with the covenant described in this Section 7.08(a) before it shall be required to purchase Notes in the event of a copy Change of Control; provided that the Company's failure to comply with the covenant described in the preceding sentence shall constitute an Event of Default described in clause (c) under Section 11.01.
(b) Upon the occurrence of a Change of Control and upon compliance by the Company with Section 7.08(a) above, the Company shall make an offer (a "Change of Control Offer") to each Noteholder to repurchase all or any part of each Noteholder's Notes at an offer price in cash equal to the Trustee describing sum of 100% of the transaction or transactions that constitute principal amount of the Notes being repurchased plus the Applicable Premium plus accrued and unpaid interest, if any, thereon to the Change of Control and offering to repurchase Notes on the date specified in such notice Payment Date (the “"Change of Control Payment Date”Purchase Price"), pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will 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. To , and the extent that the provisions Company shall not be in violation of this Agreement by reason of any securities laws act required by such rule or regulations conflict with the provisions other applicable law.
(c) Within 30 days following any Change of Section 4.14Control, the Company or such Restricted Subsidiary shall comply send, by first-class mail, a notice to each Noteholder stating:
(i) that the Change of Control Offer is being made pursuant to this Section 7.08 and that all Notes tendered will be accepted for payment;
(ii) the purchase price and the purchase date, which shall be at least 30 but not more than 60 days from the date on which the Company mails notice of the Change of Control, other than as may be required by law (the "Change of Control Payment Date");
(iii) that any Notes not tendered will continue to accrue interest;
(iv) that, unless the Company defaults in the payment of the Change of Control Purchase Price, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(v) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the applicable securities laws form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Company or its designated agent for such purpose at the address specified in the notice prior to 5:00 p.m. New York City time on the third Business Day preceding the Change of Control Payment Date;
(vi) that Noteholders will be entitled to withdraw their election if the Company or its designated agent for such purpose receives, not later than 5:00 p.m. New York City time on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes delivered for purchase, and regulations and shall not be deemed a statement that such Noteholder is withdrawing his election to have breached its obligations under this Section 4.14 by virtue the Notes purchased; and
(vii) that Noteholders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of such compliancethe Notes surrendered.
(bd) On or before the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with mail or wire to each Noteholder so tendered the Paying Agent an amount equal Change of Control Purchase Price for such Notes plus all accrued and unpaid interest to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
Date, and (3iii) 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 Company. The Paying Agent will promptly execute and mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder Noteholder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note will shall be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereofat least equal to the Minimum Denomination. The Company will publicly announce shall inform the Noteholders in writing of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) The provisions of Section 4.14(a) that require If the Company or any of its Restricted Subsidiaries has outstanding any Preferred Stock or Subordinated Indebtedness, and the Company or such Subsidiary is required to make a change of control offer or to make a distribution with respect to such Preferred Stock or Subordinated Indebtedness in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such Preferred Stock, or Subordinated Indebtedness until such time as the Company has paid the Change of Control Purchase Price to the Noteholders that have accepted the -45- Company's Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes and must otherwise have consummated the Change of Control Offer in Offer. The Company shall not issue Preferred Stock, or Subordinated Indebtedness with change of control provisions requiring the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change payment of Control Offer such Preferred Stock or (2) a notice of redemption has been given Subordinated Indebtedness prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to Notes in the contrary contained herein, a Change of Control Offer may be made in advance event of a Change of Control and conditioned upon the consummation of such Change of in Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Purchase Agreement (American Coin Merchandising Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursshall occur, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Debentures will have the right to require the Company to repurchase all or any part (equal to $2,000 50 or an integral multiples multiple of $1,000 in excess thereof50) of that Holder’s Notes Debentures pursuant to a Change of Control offer (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”) in cash equal to 100% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest (including contingent interest, if any) on the Debentures repurchased, to the Change of Control Payment Date (as defined below). Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Debentures on the payment date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) hereby and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14hereof, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 3.01 by virtue of such compliance.
(b) conflict. On the Change of Control Payment Date, the Company will, to the extent lawful:
(1i) accept for payment all Notes Debentures or portions thereof of Debentures properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes Debentures or portions thereof so of Debentures properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so accepted Debentures properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes Debentures or portions thereof of Debentures being purchased by the Company. The Paying Agent paying agent will promptly mail to each Holder of Notes so Debentures properly tendered the Change of Control Payment for such NotesDebentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book book-entry) to each Holder a new Note Debenture equal in principal amount to any unpurchased portion of the Notes Debentures surrendered, if any; provided that each such new Note Debenture will be in a minimum principal amount of $2,000 50 or an integral multiples multiple of $1,000 in excess thereof. 50.
(b) The Company will publicly announce and the results Trustee acknowledge that, upon the occurrence of the a Change of Control Offer Control, each holder of Trust PIERS shall have the right to exchange all or any portion of such holder’s Trust PIERS for Debentures having a principal amount equal to the liquidation amount of such Trust PIERS and to simultaneously require the Company to repurchase such Debentures at the price and on or the terms specified in Section 3.01(a) hereto. Any Trust PIERS as soon as practicable after to which such right is exercised will be exchanged by the Company not less than three Business Days prior to the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 thirty (30) days following any Change of Control, the Company will send shall mail a notice to the Trustee and each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this covenant, but in excess thereofany 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 covenant. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15, and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Clean Towel Service Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of NotesHolder, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), which date will be no earlier than 10 days and no later than 60 days from the date on which such notice is mailed or sent, pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions 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 Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Post Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Special Interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions 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 Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Post Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder of Notes shall have the right, pursuant to an irrevocable and unconditional offer by the Company will make an offer (a “the "Change of Control Offer”) to each Holder of Notes"), pursuant to which each such Holder will have the right to require the Company to repurchase all or any part of the Notes held by such Holder (equal to $2,000 or integral multiples provided, that the principal amount of such Notes must be $1,000 in excess or an integral multiple thereof) of that Holder’s Notes pursuant to on a date (the "Change of Control Offer. In Purchase Date") that is no later than 45 Business Days after the occurrence of such Change of Control OfferControl, the Company will offer at a payment in cash price equal to 101% of the aggregate principal amount thereof (the "Change of Notes repurchased plus Control Purchase Price"), together with accrued and unpaid interestinterest and Liquidated Damages, if any (any, to the “Change of Control Payment”). Within Purchase Date, pursuant to the procedures required by this Indenture, including Section 4.22 and as described in the notice of a Change of Control Offer.
(b) Notwithstanding anything in this Section 4.06 to the contrary, prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company will send shall (i) repay in full and terminate all commitments under Indebtedness under the Senior Credit Facility and all other Senior Indebtedness the terms of which require repayment upon a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control or (ii) obtain the requisite consents under the Senior Credit Facility and offering all such other Senior Indebtedness to permit the repurchase of the Notes on the date specified in as provided herein.
(c) Any such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will Offer 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 pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Indenture relating to a Change of Control, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 4.14 Indenture by virtue of such compliancethereof.
(bd) On or before the Change of Control Payment Purchase Date, the Company will, to the extent lawful:
shall (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with the Paying Agent an amount equal (other than the Company or any of its Subsidiaries) cash sufficient to pay the Change of Control Payment in respect Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any) of all Notes or portions thereof so tendered; and
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating listing the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent promptly will promptly mail to each Holder pay the Holders of Notes so tendered accepted an amount equal to the Change of Control Payment for such NotesPurchase Price (together with accrued and unpaid interest and Liquidated Damages, if any), and upon receipt of an Authentication Order the Trustee promptly will promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a such Holders new Note Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note . Any Notes not so accepted will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess delivered promptly by the Company to the Holder thereof. The Company publicly will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Purchase Date.
(ce) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company, including any requirement to repay in full any Senior Indebtedness or obtain the consents of any of the Company's lenders to such Change of Control Offer, and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a cash tender offer (“Change of Control Offer”) on the terms set forth in this Section 4.15. In the Change of Control Offer, the Company will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest, if any any, on the Notes repurchased to the date of purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice (the “Change of Control Payment Date”)is mailed, pursuant to the procedures required by this Section 4.14(b) 4.15 and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 this Section 4.144.15, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such compliance.
(b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Company will, to the extent lawful:
(1) , accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date:
(21) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tenderedof Notes accepted for payment; and
(32) deliver or cause to be delivered to the Trustee trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or Offer, (2) a notice of redemption of all outstanding Notes has been given prior to the Change of Control pursuant to Section 3.07 3.03, unless and until there is a default in payment of the applicable redemption priceprice or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer.
(e) Notwithstanding anything to the contrary contained hereinin this Indenture, a Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(f) In the event that the Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption (subject to the rights of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will shall make an offer (a “Change of Control Offer”the "CHANGE OF CONTROL OFFER") to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment described below at an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 ten days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Unless the Company defaults in the payment for any Notes properly tendered pursuant to the Change of Control Offer, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 herein applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Amsc Acquisition Co Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Company or a third party has previously or concurrently delivered a redemption notice with respect to all outstanding Notes as described under Section 3.03, the Company will be required to make an offer to purchase each Holder’s Notes pursuant to the offer described below (a the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase.
(b) Within 30 days following the date upon which the Change of Control occurred, the Company must send, or cause the Trustee to send, a notice set forth in Section 3.09 to each Holder Holder, with a copy to the Trustee, which notice shall govern the terms of Notesthe Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days after the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to which each such a Change of Control Offer will be required to surrender the note, with the form entitled “Option of Holder will have to Elect Purchase” on the right to require reverse of the Company to repurchase all or any part note completed and specifying the portion (equal to $2,000 or and integral multiples of $1,000 in excess thereof) of that such Holder’s Notes that it agrees to sell to the Company pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder with a copy to the Trustee describing Paying Agent at the transaction or transactions that constitute address specified in the Change notice prior to the close of Control and offering to repurchase Notes business on the date specified in such notice (third Business Day prior to the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b.
(c) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliancethereof.
(bd) On the date of such Change of Control Payment DatePayment, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes 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 of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(e) The Paying Agent will promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail 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 minimum principal amount of $2,000 or an integral multiples multiple of $1,000 in excess thereof1,000. The Company 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 DatePayment.
(cf) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer Offer. The Company (or (2a third party) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, may make a Change of Control Offer may be made in advance of a Change of Control of, and conditioned upon the consummation of such upon, any Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Rackspace Hosting, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send covenants to
(i) repay in full all obligations and terminate all commitments under or in respect of all Senior Indebtedness under the Credit Agreement to the extent the terms thereof prohibit the purchase by the Company of the Notes upon a notice Change of Control in compliance with the terms of this covenant or offer to repay in full all obligations and terminate all commitments under or in respect of all such Senior Indebtedness under the Credit Agreement and repay the Senior Indebtedness owed to each Holder such lender who has accepted such offer; or
(ii) obtain the requisite consents, if any, under the Credit Agreement to permit the repurchase of the Notes as described below. The Company must first comply with the covenant described in this Section 7.08(a) before it shall be required to purchase Notes in the event of a copy Change of Control; provided that the Company's failure to comply with the covenant described in the preceding sentence shall constitute an Event of Default described in clause (c) under Section 11.01.
(b) Upon the occurrence of a Change of Control and upon compliance by the Company with Section 7.08(a) above, the Company shall make an offer (a "Change of Control Offer") to each Noteholder to repurchase all or any part of each Noteholder's Notes at an offer price in cash equal to the Trustee describing sum of 100% of the transaction or transactions that constitute principal amount of the Notes being repurchased plus the Applicable Premium plus accrued and unpaid interest, if any, thereon to the Change of Control and offering to repurchase Notes on the date specified in such notice Payment Date (the “"Change of Control Payment Date”Purchase Price"), pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will 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. To , and the extent that the provisions Company shall not be in violation of this Agreement by reason of any securities laws act required by such rule or regulations conflict with the provisions other applicable law.
(c) Within 30 days following any Change of Section 4.14Control, the Company or such Restricted Subsidiary shall comply send, by first-class mail, a notice to each Noteholder stating:
(i) that the Change of Control Offer is being made pursuant to this Section 7.08 and that all Notes tendered will be accepted for payment;
(ii) the purchase price and the purchase date, which shall be at least 30 but not more than 60 days from the date on which the Company mails notice of the Change of Control, other than as may be required by law (the "Change of Control Payment Date");
(iii) that any Notes not tendered will continue to accrue interest;
(iv) that, unless the Company defaults in the payment of the Change of Control Purchase Price, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(v) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the applicable securities laws form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Company or its desig- nated agent for such purpose at the address specified in the notice prior to 5:00 p.m. New York City time on the third Business Day preceding the Change of Control Payment Date;
(vi) that Noteholders will be entitled to withdraw their election if the Company or its designated agent for such purpose receives, not later than 5:00 p.m. New York City time on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes delivered for purchase, and regulations and shall not be deemed a statement that such Noteholder is withdrawing his election to have breached its obligations under this Section 4.14 by virtue the Notes purchased; and
(vii) that Noteholders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of such compliancethe Notes surrendered.
(bd) On or before the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with mail or wire to each Noteholder so tendered the Paying Agent an amount equal Change of Control Purchase Price for such Notes plus all accrued and unpaid interest to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
Date, and (3iii) 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 Company. The Paying Agent will promptly execute and mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder Noteholder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note will shall be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereofat least equal to the Minimum Denomination. The Company will publicly announce shall inform the Noteholders in writing of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) The provisions of Section 4.14(a) that require If the Company or any of its Restricted Subsidiaries has outstanding any Preferred Stock or Subordinated Indebtedness, and the Company or such Subsidiary is required to make a change of control offer or to make a distribution with respect to such Preferred Stock or Subordinated Indebtedness in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such Preferred Stock, or Subordinated Indebtedness until such time as the Company has paid the Change of Control Purchase Price to the Noteholders that have accepted the Company's Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes and must otherwise have consummated the Change of Control Offer in Offer. The Company shall not issue Preferred Stock, or Subordinated Indebtedness with change of control provisions requiring the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change payment of Control Offer such Preferred Stock or (2) a notice of redemption has been given Subordinated Indebtedness prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to Notes in the contrary contained herein, a Change of Control Offer may be made in advance event of a Change of Control and conditioned upon the consummation of such Change of in Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Purchase Agreement (American Coin Merchandising Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer"). In the Change of Control Offer, the Company will shall offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, unless the Company will send has exercised its right to redeem the Notes pursuant to Section 3.07, the Company shall mail a notice to the Trustee and each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the “date such notice is mailed, other than as required by law (the "Change of Control Payment Date”")), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such compliance.
(b) conflict. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) 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
(3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 PROVIDED that each such new Note will shall be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with any of $1,000 the provisions of this Section 4.15, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. If the Company does not obtain such consents or repay such borrowings, the Company will be prohibited from purchasing the Notes. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) . The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Mark I Molded Plastics of Tennessee Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). .
(b) Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by this Section 4.14(b) and 4.15, which procedures shall be described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(bc) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the "Change of Control Payment Date"), the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each tendering 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 minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of provisions described above shall apply whether or not any other provisions of this Indenture are provision hereof is applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Finlay Fine Jewelry Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase purchase all or any part a portion (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to a (the “Change of Control Offer. In the Change of Control Offer, the Company will offer ”) at a payment in cash purchase price equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest, if any any, to, but excluding, the date of redemption (subject to the “Change right of Control Payment”Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the date fixed for redemption). .
(b) Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder of Notes, with a copy to the Trustee describing Trustee, in accordance with the transaction or transactions procedures set forth in Section 3.04, that constitute the Change of Control and offering a Holder must follow in order to repurchase have its Notes on the date specified in such notice purchased.
(the “Change of Control Payment Date”)c) The Company shall comply, pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Controlpursuant to this Supplemental Indenture. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Supplemental Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under any covenant of this Section 4.14 Supplemental Indenture by virtue of such this compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions 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 Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Supplemental Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 3.02, unless and until there is a default in payment of the applicable redemption priceRedemption Price.
(e) Notwithstanding anything If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, repurchases 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 15 days nor more than 60 days’ prior notice (provided that such notice is given not more than 30 days following such repurchase pursuant to the contrary contained hereinChange 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 thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the corresponding interest payment date.
(f) Prior to the occurrence of an event constituting a Change of Control, the provisions under this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
(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 with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Ninth Supplemental Indenture (TreeHouse Foods, Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000) of that such Holder’s 's Notes validly tendered pursuant to a Change of Control Offer. In the Change of Control Offer, offer described below (the Company will "CHANGE OF CONTROL OFFER") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date of repurchase (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 15 days following any Change of Control, the Company will, or will send cause the Trustee, on behalf of and at the expense of the Company, to mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such that notice, which date shall be no earlier than 30 days and no later than 60 days from the date that notice is mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such that notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14this Indenture relating to a Change of Control Offer, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.14 Indenture by virtue of such complianceconflict.
(b) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company shall:
(i) (x) repay in full and terminate all commitments under Indebtedness under the Credit Agreement and all other Senior Indebtedness, the terms of which require repayment upon a Change of Control, or (y) offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all other Senior Indebtedness and repay the Indebtedness owed to each lender that has accepted such offer in full, or
(ii) obtain the requisite consents under the Credit Agreement and all such other Senior Indebtedness to permit the repurchase of the Notes as provided herein.
(c) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s 's Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. 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) Notwithstanding anything to the contrary in this Section 4.14, 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 Indenture applicable to a Change of Control Offer made by the Company including any requirements to repay in full all Indebtedness under the Credit Agreement, any such Senior Indebtedness or Senior Indebtedness of any Guarantor or obtains the consent of such lenders to such Change of Control Offer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. The provisions under this Indenture relative to the Company's obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. The Paying Agent will promptly mail to each Holder of Notes so property 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 PROVIDED that each such new Note note will be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date1,000.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that Holder’s 's Notes pursuant to a the Change of Control Offer. In the Change of Control Offer, the Company will shall offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will send shall mail a notice to the Trustee and each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 45 days from the “date such notice is mailed, other than as required by law (the "Change of Control Payment Date”")), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To The Company shall publicly announce the extent that results of the provisions Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to above, but in any securities laws or regulations conflict with the provisions event within 30 days following any Change of Section 4.14Control, the Company shall:
(i) repay in full and terminate all commitments under Indebtedness under the Senior Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all commitments under all Indebtedness under the Senior Credit Facilities and all other such Restricted Subsidiary Senior Debt and to repay the Indebtedness owed to each lender which has accepted such offer; or
(ii) obtain the requisite consents under the Senior Credit Facilities and all other such Senior Debt to permit the repurchase of the Notes as provided below. The Company shall first comply with the applicable securities laws covenant in the immediately preceding sentence before it shall be required to repurchase Notes pursuant to the provisions described below. The Company's failure to comply with the covenant described in the immediately preceding sentence may (with notice and regulations and lapse of time) constitute an Event of Default described in clause (iii) but shall not be deemed to have breached its obligations constitute an Event of Default described in clause (ii), under this Section 4.14 by virtue of such compliance.
(b) 6.01 hereof. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) 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
(3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 shall be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess 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.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Dominos Pizza Government Services Division Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer (a “Change has exercised its right to redeem all of Control Offer”) the Notes pursuant to Section 3.01 of this Sixth Supplemental Indenture, each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control OfferOffer on the terms set forth herein. In the Change of Control Offer, the Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any any, on the Notes repurchased, to (but not including) the “Change date of Control Payment”)purchase. Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing stating the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) hereby and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14hereof, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.07 by virtue of such compliance.
(b) conflict. On the Change of Control Payment Date, the Company will, to the extent lawful:
(1a) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so 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 such new Note will be in a minimum principal amount of $2,000 or an integral multiples multiple of $1,000 in excess thereof. Prior to complying with any of the provisions of this Section 4.07, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.07. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) . Notwithstanding anything to the contrary in this Section 4.144.07, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.07 and all other provisions of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a Offer. Any Change of Control Offer may be made in advance of a Change of Control of, and conditioned upon on the consummation of of, such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest, if any interest and Liquidated Damages thereon to the date of purchase (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 PROVIDED that each such new Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. This Indenture will provide that, prior to complying with the provisions of $1,000 this covenant, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this covenant. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Pillowtex Corp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a Change of Control the offer described below (the " Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest, if any interest thereon to the date of purchase (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess 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.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Shop at Home Inc /Tn/)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company Issuers will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company 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 such laws and regulations are applicable in connection with the repurchase 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 this Section 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuers will, to the extent lawful:
(1) accept for payment all Notes or portions 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 CompanyIssuers. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and upon receipt of an Authentication Order, the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company Issuers to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Herbalife Ltd.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change each holder of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000) of that Holder’s holder's Notes pursuant to a the offer described below (the "Change of Control Offer") on the terms set forth in this Indenture. In the Change of Control Offer, the Company will shall offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any any, on the Notes repurchased (the “"Change of Control Payment”"), to but excluding the date of purchase. Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the change of control payment date specified in such notice (the “"Change of Control Payment Date”)") specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee trustee the Notes so properly accepted together with an Officer’s 's Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will shall promptly mail to each Holder holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will upon receipt of an Authentication Order from the Company shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder holder a new Note note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will note shall be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple of $1,000 in excess thereof1,000. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Calpine Corp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date of repurchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable law, rules and regulations) and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) 3.09 hereof and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof relating to such Change of Section 4.14Control Offer, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 described herein by virtue of such compliance.
(b) thereof. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 unrepurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this covenant, but in excess thereofany 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 covenant. The Company will shall not be required to purchase any Notes until it has complied with the preceding sentence, but failure to comply with the preceding sentence shall constitute an Event of Default. 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 DateDate in accordance with Section 3.09 hereof.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Albecca Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Securities shall have the right to require the Company to repurchase all or any part (equal to $2,000 $ 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s Notes 's Securities on a Business Day (the "Change of Control Payment Date") not more ------------------------------ than 60 nor less than 30 days following such Change of Control, pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash ----------------------- equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest, if any interest thereon to the date of purchase (the “"Change of Control Payment”"). ------------------------- Within 30 days following any Change of Control, the Company will send Trustee, at the written direction of the Company, shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering the Company's offer to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), Securities pursuant to the procedures required by Section 4.14(b) 3.08 and 4.16 and described in such notice. The Company will 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 Securities 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1i) accept for payment all Notes Securities or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes Securities or portions thereof so tendered; and
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes Securities so accepted accepted, together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes Securities or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail or otherwise deliver to each Holder of Notes Securities so tendered the Change of Control Payment for such NotesSecurities, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note Security equal in principal amount to any unpurchased portion of the Notes Securities surrendered, if any; provided that each such new Note will Security shall be in a minimum -------- principal amount of $2,000 $ 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will provisions described above shall be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the The Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly Securities validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Call Points Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date of repurchase (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, the Company will send (or will cause the Trustee to) mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Indenture relating to such Change of Control Offer, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.14 Indenture by virtue of such compliance.
(b) thereof. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2b) 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
tendered and (3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book 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 minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.14, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.14. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) . Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Condor Systems Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest thereon, if any any, to the date of repurchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with the Paying Agent an amount among equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.14, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay in full in cash 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 covenant. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company Stater Bros. to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that Holder’s ▇▇▇▇▇▇'s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will Stater Bros. shall offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will send Stater Bros. shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “"Change of Control Payment Date”"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will Stater Bros. 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company or such Restricted Subsidiary shall Stater Bros. ------------ will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 by virtue of ------------ such compliance.
(b) conflict. On the Change of Control Payment Date, the Company willStater Bros. shall, to the extent lawful:
: (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
; (2ii) 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
and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. Stater Bros. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 shall be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company will 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, Stater Bros. shall either (i) cause each of its Restricted Subsidiaries to obtain the requisite consents, if any, under all agreements governing outstanding Indebtedness of such Restricted Subsidiary to permit the repurchase of Notes required by this Section 4.14 or (ii) if any of such requisite consents cannot ------------ be obtained, cause the applicable Restricted Subsidiary or Restricted Subsidiaries to repay the Indebtedness pursuant to which such consent is required. Stater Bros. 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will . Stater Bros. shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly validly tendered and not ------------ withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Stater Bros Holdings Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer (a “Change at such time has given notice of Control Offer”redemption under Section 3.07(d), 3.07(e) or Section 3.08(b) with respect to each Holder of all outstanding Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to in a minimum principal amount of $2,000 or and integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased, if any to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under Section 3.07(d), Section 3.07(e) or Section 3.08(b) with respect to all outstanding Notes, the Company will send a give notice to each Holder with a copy to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such complianceconflict.
(b) On or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1) accept for payment all Notes or portions 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 of Notes properly tendered.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and
(3ii) deliver or cause to be delivered to the Trustee the Notes so accepted properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(d) The Paying Agent will shall promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of equal to $2,000 or and integral multiples of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2ii) a valid notice of redemption for all of the Notes has been given, or will be given prior to contemporaneously with the Change of Control Control, pursuant to Section 3.07 3.07(d) or (e) or under Section 3.08(b) unless and until such notice has been validly revoked (in the case of a redemption pursuant to Section 3.07(d)) or there is a default in the payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a . A Change of Control Offer may be made in advance of a Change of Control and conditioned or conditional upon the consummation occurrence of such a Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(f) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Payment Date relating to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such Change of Control Payment Date at a redemption price equal to the Change of Control Payment, plus to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer at such time has given notice of redemption under Section 3.07(d) or (a “Change of Control Offer”e) with respect to each Holder of all outstanding Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (in a principal amount equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased, if any to the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under Section 3.07(d) or (e) with respect to all outstanding Notes, the Company will send a give notice to each Holder with a copy to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such complianceconflict.
(b) On At least one Business Day prior to the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1) accept for payment all Notes or portions 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 of Notes properly tendered.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and
(3ii) deliver or cause to be delivered to the Trustee the Notes so accepted properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(d) The Paying Agent will shall promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of equal to $2,000 or integral multiples of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2ii) a valid notice of redemption for all of the Notes has been given, or will be given prior to contemporaneously with the Change of Control Control, pursuant to Section 3.07 3.07(d) or (e) unless and until such notice has been validly revoked or there is a default in the payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a . A Change of Control Offer may be made in advance of a Change of Control and conditioned or conditional upon the consummation occurrence of such a Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to at a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interestinterest and Special Interest, if any any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 this Section 4.144.16, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.14 4.16 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes 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 of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so 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 such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.16, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.16 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof2,000) of that Holder’s Notes pursuant to a pursuant to an offer described below (a “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will Issuers shall offer to purchase the Notes for a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date. Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company 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 such those laws and regulations are applicable in connection with the repurchase 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 4.143.09 or this Section 4.15, the Company or such Restricted Subsidiary shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under with Section 3.09 or this Section 4.14 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuers will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. Issuers.
(c) The Paying Agent will promptly mail to each Holder of Notes so 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 such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(cd) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 3.09 and this Section 4.14 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer Offer, or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a A Change of Control Offer may be made in advance of a Change of Control and Control, conditioned upon the consummation of such the Change of Control, if a definitive agreement with respect to the Change of Control is in place effect at the time the of making such Change of Control Offer is madethat, when consummated in accordance with its terms, will result in a Change of Control.
Appears in 1 contract
Sources: Indenture (Susser Holdings CORP)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs(which shall not occur if ▇▇▇▇▇'▇ and S&P confirm that the then existing ratings of the Bonds will not be lowered as a result of any of the events that, in the absence of such confirmed rating, would constitute a Change of Control), the Company will make an shall offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 100,000 or an integral multiples multiple of $1,000 in excess thereof) of that such Holder’s Notes 's Bonds pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will offer ") at a payment purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Registration Default Damages thereon, if any any, to the date of purchase (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Bonds on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) the Indenture and described in such notice. The Company will 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 Bonds 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes Bonds or portions 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 Bonds or portions thereof so tendered; and
tendered and (3) deliver or cause to be delivered to the Trustee the Notes Bonds so accepted together with an Officer’s 's Certificate stating the aggregate principal amount of Notes Bonds or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail pay to each Holder of Notes that has so tendered Bonds the Change of Control Payment for such NotesBonds, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note Bond equal in principal amount to any unpurchased portion of the Notes Bonds surrendered, if any; provided that each such new Note will Bond shall be in a minimum principal amount of $2,000 100,000 or an integral multiples multiple of $1,000 in excess thereof. The Company will shall announce 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 hereof, and purchases all Notes properly Bonds validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Northeast Energy Lp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In ") at an offer price in cash (the "Change of Control Offer, the Company will offer a payment in cash Payment") equal to 101% of the Accreted Value thereof on the date of purchase (if prior to the Full Accretion Date), or 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any any, to the date of purchase (if after the “Change of Control Payment”Full Accretion Date). Within 30 ten days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) the applicable Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and 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, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples at maturity of $1,000 in excess or an integral multiple thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of any notice required by the Indenture, but in any event within 30 days following any Change of Control, the Company shall (i) repay in full in cash and terminate all commitments under Indebtedness under the Senior Credit Agreements and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full in cash and terminate all commitments under all Indebtedness under the Senior Credit Agreements and all other such Senior Debt and to repay the Indebtedness owed to each lender under the Senior Credit Agreements that has accepted such offer or (ii) obtain the requisite consents under the Senior Credit Agreements and all such other Senior Debt to permit the repurchase of the Notes as provided above. The Company shall first comply with this covenant before it shall be required to repurchase Notes pursuant to the provisions described herein. The Company's failure to comply with the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under "Events of Default" below.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2ii) a notice of redemption has been given prior the Company exercises its option to purchase all the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, Notes upon a Change of Control Offer may be made as described in advance of a Change of Control and conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is madeSection 3.07(c).
Appears in 1 contract
Sources: Indenture (Sealy Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company will make an offer at such time has given notice of redemption under Section 3.07(c) or (a “Change of Control Offer”d) with respect to each Holder of all outstanding Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (in a principal amount equal to $2,000 €50,000 or an integral multiples multiple of $€1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under Section 3.07(b) or (c) with respect to all outstanding Notes, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 4.15 by virtue of such complianceconflict.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Luxembourg Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so accepted properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(c) The Luxembourg Paying Agent will shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will 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 provided, that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereofequal to €50,000. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(cd) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2ii) a valid notice of redemption for all of the Notes has been given prior pursuant to the Change terms of Control pursuant to this Indenture as described under Section 3.07 unless and until such notice has been validly revoked or there is a default in the payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a . A Change of Control Offer may be made in advance of a Change of Control and conditioned or conditional upon the consummation occurrence of such a Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control Offer is made.
(e) Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, to the extent required to permit the Company to comply with this Section 4.15, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt. If the Company does not repay such Senior Debt or obtain such consents, the Company will remain prohibited from purchasing the Notes in a Change of Control, which after appropriate notice and lapse of time would result in an Event of Default under this Indenture, which would in turn constitute a default under the Credit Agreement.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon (the “"Change of Control Payment”") to the date of purchase (the "Change of Control Payment Date"). Within 30 15 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Change of Control Payment Date shall be a Business Day not less than 30 days nor more than 60 days after such notice is mailed. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) 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
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 PROVIDED, that each such new Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.15, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.15. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in of this Section 4.14 4.15 applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Inex Corp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a Change of Control Offer. In the Change of Control Offer, offer described below (the Company will "CHANGE OF CONTROL OFFER") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date of repurchase (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 90 days following any Change of Control, the Company will send (or will cause the Trustee to) mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Indenture relating to such Change of Control Offer, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.14 Indenture by virtue of such compliance.
(b) thereof. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2b) 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
tendered and (3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided PROVIDED that each such new Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.14, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.14. The Company will 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 provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) . Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Merrill Corp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Company will make an offer (Issuer has delivered a “Change redemption notice with respect to all of Control Offer”) to the outstanding Notes as provided by Section 3.07, each Holder of Notes, pursuant to which each such Holder will shall have the right to require the Company Issuer to repurchase all or any part (equal to minimum denominations of $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below at a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest, if any any, to, but excluding, the date of purchase, subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of ControlThe Issuer shall comply, the Company will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)extent applicable, pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply with the requirements of Section 14(e) of, and Rule 14e-1 under 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 ControlControl or Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 Indenture by virtue of its compliance with such compliancesecurities laws or regulations. Within 30 days following any Change of Control, unless the Issuer has delivered a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Issuer 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 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, if any, to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date);
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered); and
(iv) the instructions, as determined by the Issuer, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is, subject to any contrary requirement of applicable law, at least 30 but no more than 60 days from the date on which the Issuer delivers notice of the Change of Control (the “Change of Control Payment Date”), the Company willIssuer shall, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) 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
, and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuer. The Paying Agent will shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail deliver (or cause to be transferred by book 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 shall be in a minimum principal amount of $2,000 or an integral multiples multiple of $1,000 in excess thereof. The Company will Issuer shall publicly announce announce, and notify the Trustee in writing, the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions If Holders of Section 4.14(a) that require not less than 90% in aggregate principal amount of the Company to make outstanding Notes validly tender and do not withdraw such notes in a Change of Control Offer following or an Alternate Offer and the Issuer, or any third-party making a Change of Control Offer or an Alternate Offer in lieu of the Issuer as described above, repurchases 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’ prior notice (provided that such notice is given not more than 30 days following such repurchase pursuant to the Change of Control Offer or an Alternate Offer described above and given after the entry into any agreement pursuant to which the Change of Control will occur), to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes redeemed, to, but excluding, the applicable redemption date (subject to the rights of Holders of Notes on any relevant record date to receive interest due on the relevant interest payment date). Notice of any such redemption may be applicable regardless of whether subject to one or not any other provisions of this Indenture are applicablemore conditions precedent as set forth under Sections 3.02 and 3.03.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1a) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (b) in connection with or in contemplation of any Change of Control, the Issuer or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment (the “Alternate Offer Price”) and purchases all Notes properly tendered and not withdrawn under in accordance with the Change terms of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a such Alternate Offer. A Change of Control Offer may be made in advance of a Change of Control Control, and conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time of making the Change of Control Offer is madeOffer.
Appears in 1 contract
Sources: Indenture (Stonemor Inc.)
Offer to Repurchase Upon Change of Control. (a) If The Issuers shall commence, within 30 days following the occurrence of a Change of Control occursControl, the Company will make an offer (Offer to Purchase for all Notes then outstanding, at a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer a payment in cash purchase price equal to 101% of the aggregate principal amount of Notes repurchased the Notes, plus accrued and unpaid interestinterest and Additional Interest, if any (the “Change of Control Payment”). Within 30 days following any Change of Controlany, to, but excluding, the Company will send a notice to each Holder with a copy Payment Date.
(b) The Issuers shall comply, to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)extent applicable, pursuant to the procedures required by Section 4.14(b) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.144.15, the Company or such Restricted Subsidiary Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.14 4.15 by virtue of their compliance with such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes securities laws or portions 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 Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Dateregulations.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.144.15, the Company will Issuers shall not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture and purchases all Notes properly validly tendered and not withdrawn under such Offer to Purchase or if the Change of Control Offer Issuers have previously or (2) concurrently mailed a redemption notice of redemption has been given prior with respect to the Change of Control all outstanding Notes pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption pricehereof.
(ed) Notwithstanding anything to the contrary contained herein, a Change of Control an Offer to Purchase may be made in advance of a Change of Control and Control, conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to is in place for the Change of Control is in place at the time the Change of Control such Offer to Purchase is made.
Appears in 1 contract
Sources: Indenture (QTS Realty Trust, Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will be obligated to make an offer (a “"Change of Control Offer”") to each Holder of Notes, pursuant to which each such Holder will have the right to require the Company Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In the Change of Control Offer, the Company will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any any, thereon to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 75 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by Section 4.14(b) this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase 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 4.14, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2ii) deposit with the Paying Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (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 minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this covenant, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Notwithstanding anything to the contrary in this Section 4.14(a) that require 4.15, the Company shall not be required to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 4.15 and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder the Notes will have the a right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) on the terms described below. In the Change of Control Offer, the Company will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any (any, thereon for the “Change Notes repurchased, to the date of Control Payment”)purchase. Within 30 days following any Change of Control, the Company will send mail a notice to each Holder with a copy to of the Trustee Notes describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by Section 4.14(b) described below and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase 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 Change of Control provisions of Section 4.14this Indenture, the Company or such Restricted Subsidiary shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.14 Indenture by virtue of such complianceconflict.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes 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 tenderedof Notes properly tendered pursuant to the Change of Control Offer; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so properly tendered pursuant to the Change of Control Offer the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiples multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly notes tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given prior pursuant to the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption priceOffer.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Sources: Indenture (Pioneer Drilling Co)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes, pursuant to which each such Holder will Notes shall have the right to require the Company to repurchase purchase all or any part (equal to $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to a the offer described below (the "Change of Control Offer. In ") at a purchase price in cash (the "Change of Control Offer, the Company will offer a payment in cash Payment") equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interestinterest and Special Interest, if any any, thereon to the date of purchase (subject to the “Change right of Control Payment”Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this covenant in the event that it has exercised its rights to redeem all of the Notes as described in Section 3.07 hereof. Within 30 days following any Change of Control, the Company will send shall mail a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase purchase Notes on the date specified in such notice, which date shall be no earlier than 30 and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), pursuant to in accordance with the procedures required by Section 4.14(b) 3.07 hereof and described in such notice. The Company will 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 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 any of the provisions of this Section 4.144.15, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not will be deemed not to have breached its obligations under this Section 4.14 4.15 by virtue of such compliancethereof.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions 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
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s 's Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will shall promptly mail or deliver to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will 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 minimum principal amount of $2,000 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.15, but in excess thereofany event within 90 days following a Change of Control the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company will publicly announce the results result of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions of Section 4.14(a) that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(d) Notwithstanding anything to in the contrary in to this Section 4.144.15, the Company will shall not be required to make a Change of Control Offer upon a the occurrence of Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 3.07 hereof applicable to a Change of Control Offer made by the Company, and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer Offer. To the extent that the provisions of any securities laws or (2) a notice regulations conflict with the Asset Sale provisions of redemption has been given prior to this Indenture, the Change of Control pursuant to Section 3.07 unless and until there is a default in payment of Company shall comply with the applicable redemption pricesecurities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture.
(e) 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 the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract