Put Exercise Procedure. (a) The Company will satisfy the Put Value Obligation with respect to each $1,000 principal amount of Notes put to the Company by delivering, on the third Business Day immediately following the last day of the Observation Period for the related Put Exercise Date, a number of shares of Common Stock equal to the sum of the quotients obtained by dividing (i) the Daily Put Values for each of the 10 VWAP Trading Days during such Observation Period by (ii) the Daily VWAP for such VWAP Trading Day, provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (k) below. The Daily Put Values shall be determined by the Company following the last day of the Observation Period. (b) Notwithstanding Section 13.02(a), the Company shall satisfy the Put Value Obligation with respect to each $1,000 principal amount of Notes put to it in connection with a Fundamental Change pursuant to Section 13.01(d) pursuant to this clause (b). (i) If the last day of the applicable Observation Period related to Notes put to the Company is prior to the third Scheduled Trading Day preceding the Effective Date of the Fundamental Change, the Company will satisfy the related Put Value Obligation with respect to each $1,000 principal amount of Notes put to the Company as described in Section 13.02(a) by delivering shares of Common Stock (and cash in lieu of fractional shares, if any) based on the Put Value Rate, but without regard to the number of Additional Shares to be added to the Put Value Rate pursuant to Section 13.01(e), on the third Business Day immediately following the last day of the applicable Observation Period. As soon as practicable following the Effective Date of the Fundamental Change, the Company will deliver the increase in such amount of shares of Common Stock (and cash in lieu of fractional shares, if any) as if the Put Value Rate had been increased by such number of Additional Shares during the related Observation Period (and based upon the related Daily VWAP prices during such Observation Period). If such increased amount of shares of Common Stock results in an increase to the number of shares of Common Stock delivered to holders, the Company will deliver such increase by delivering Reference Property based on such increased number of shares. (ii) If the last day of the applicable Observation Period related to Notes put to the Company is on or following the third Scheduled Trading Day preceding the Effective Date of such Fundamental Change, the Company will satisfy the Put Value Obligation with respect to each $1,000 principal amount of Notes put to the Company as described in Section 13.02(d) (based on the Put Value Rate as increased by the Additional Shares pursuant to Section 13.01(e) above) on the later to occur of (1) the Effective Date of the Fundamental Change and (2) the third Business Day immediately following the last day of the applicable Observation Period. (c) Before any holder of a Note shall be entitled to exercise its put right as set forth above, such holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(i) and, if required, pay all taxes or duties, if any, and (ii) in the case of a Note issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice to the Put Exercise Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (a “Put Exercise Notice”) at the office of the Put Exercise Agent and shall state in writing therein the principal amount of Notes to be put to the Company and the name or names (with addresses) in which such holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Put Value Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Put Exercise Agent, (C) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(i), and (D) if required, pay all taxes or duties, if any. A Note shall be deemed to have been put to the Company immediately prior to the close of business on the date (the “Put Exercise Date”) that the holder has complied with the requirements set forth in this Section 13.02(c). No Put Exercise Notice with respect to any Notes may be delivered by a holder thereof if such holder has also tendered a Designated Event Purchase Notice and not validly withdrawn such Designated Event Purchase Notice in accordance with the applicable provisions of Section 14.01. If more than one Note shall be put to the Company at one time by the same holder, the Put Value Obligation with respect to such Notes, if any, that shall be payable upon put exercise shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so put to the Company. (d) Delivery of the amounts owing in satisfaction of the Put Value Obligation shall be made by the Company in no event later than the date specified in Section 13.02(a), except to the extent specified in Section 13.02(b). The Company shall make such delivery by issuing, or causing to be issued, and delivering to the Put Exercise Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock, if any, to which such holder shall be entitled as part of such Put Value Obligation (together with any cash in lieu of fractional shares). (e) In case any Note shall be surrendered for partial put exercise, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not put to the Company. (f) The Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock upon the put exercise. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock to be issued in a name other than the holder’s name. The Put Exercise Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (g) Except as provided in Section 13.04, no adjustment shall be made for dividends on any shares issued the Company with respect to any Note as provided in this Article. (h) Upon the put exercise with respect to an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any Notes put to the Company through any Put Exercise Agent other than the Trustee. (i) Upon put exercise, a Noteholder shall not receive any separate cash payment for accrued and unpaid interest except as set forth below. The Company’s settlement of the Put Value Obligation as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest to, but not including, the Put Exercise Date. As a result, accrued and unpaid interest to, but not including, the Put Exercise Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are put to the Company after the close of business on a record date, holders of such Notes as of the close of business on the record date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the put exercise. Notes surrendered for put exercise during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest payable on the Notes so put to the Company; provided, however, that no such payment need be made (i) if the Company has specified a Designated Event Purchase Date that is after a record date and on or prior to the corresponding Interest Payment Date; (ii) in respect of any put exercise that occurs after the record date immediately preceding the Maturity Date; or (iii) to the extent of any overdue interest existing at the time of put exercise with respect to such Note. Except as described above, no payment or adjustment will be made for accrued interest on the Notes put to the Company. (j) The Person in whose name the certificate for any shares of Common Stock issued upon the put exercise is registered shall be treated as a shareholder of record on and after the Put Exercise Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such put exercise shall be at the Put Value Rate in effect during the Observation Period for the Put Exercise Date on the date that such Notes shall have been surrendered for put exercise, as if the stock transfer books of the Company had not been closed. Upon the put exercise with respect to the Notes, such Person shall no longer be a Noteholder. (k) No fractional shares of Common Stock shall be issued upon the exercise of any Note or Notes put to the Company. If more than one Note shall be surrendered for put exercise at one time by the same holder, the number of full shares that shall be issued by the Company shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issued with respect to any Note or Notes (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fraction (calculated to the nearest one-100th of a share) in an amount equal to the same fraction of the Last Reported Sale Price of the Common Stock on the last Trading Day of the applicable Observation Period.
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Sources: Indenture (Forest City Enterprises Inc), Indenture (Forest City Enterprises Inc)
Put Exercise Procedure. (a) The Unless the Company exercises its Net Share Settlement Option as set forth in Section 13.03, the Company will satisfy the Put Value Obligation with respect to each $1,000 principal amount of Notes put to the Company, by delivering, on the third Business Day immediately following the last day of the Observation Period for the related Put Exercise Date, cash equal to the sum of the Daily Put Values for each of the 30 VWAP Trading Days during such Observation Period. If the Company exercises its Net Share Settlement Option as set forth in Section 13.03, the Company shall satisfy the Put Value Obligation with respect to each $1,000 principal amount of Notes put to the Company by delivering, on the third Business Day immediately following the last day of the Observation Period for the related Put Exercise Date, a number of cash and shares of Common Stock Stock, if any, equal to the sum of the quotients obtained by dividing (i) the Daily Put Values Settlement Amounts for each of the 10 30 VWAP Trading Days during such Observation Period by (ii) the Daily VWAP for such VWAP Trading Day, Period; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (k) below. The Daily Put Values and the Daily Settlement Amounts shall be determined by the Company promptly following the last day of the related Observation Period.
(b) Notwithstanding Section 13.02(a), the Company shall satisfy the Put Value Obligation with respect to each $1,000 principal amount of Notes put to it in connection with a Fundamental Change pursuant to Section 13.01(d) pursuant to this clause (b).
(i) If the last day of the applicable Observation Period related to Notes put to the Company is prior to the third Scheduled Trading Day preceding the Effective Date of the Fundamental Change, the Company will satisfy the related Put Value Obligation with respect to each $1,000 principal amount of Notes put to the Company as described in Section 13.02(a) by delivering the cash (or, following the Company’s exercise of the Net Share Settlement Option, cash and shares of Common Stock (and cash in lieu of fractional sharesStock, if any) ), based on the Put Value Rate, but without regard to the number of Additional Shares to be added to the Put Value Rate pursuant to Section 13.01(e), on the third Business Day immediately following the last day of the applicable Observation Period. As soon as practicable following the Effective Date of the Fundamental Change, the Company will deliver the increase in such amount of cash (or, following the Company’s exercise of the Net Share Settlement Option, cash and Reference Property in lieu of shares of Common Stock (and cash in lieu of fractional sharesStock, if any) ), as if the Put Value Rate had been increased by such number of Additional Shares during the related Observation Period (and based upon the related Daily VWAP prices during such Observation Period). If such increased amount of shares cash and shares, if any, results in an increase to the amount of Common Stock cash to be paid to holders, the Company will pay such increase in cash, and if such increased amount results in an increase to the number of shares of Common Stock delivered Stock, as a result of the Company having elected the Net Share Settlement Option with respect to holderssuch Notes, the Company will deliver such increase by delivering Reference Property based on such increased number of shares.
(ii) If the last day of the applicable Observation Period related to Notes put to the Company is on or following the third Scheduled Trading Day preceding the Effective Date of such Fundamental Change, the Company will satisfy the Put Value Obligation with respect to each $1,000 principal amount of Notes put to the Company as described in Section 13.02(d) (based on the Put Value Rate as increased by the Additional Shares pursuant to Section 13.01(e) above) on the later to occur of (1) the Effective Date of the Fundamental Change and (2) the third Business Day immediately following the last day of the applicable Observation Period.
(c) Before any holder of a Note shall be entitled to exercise its put right as set forth above, such holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(i) and, if required, pay all taxes or duties, if any, and (ii) in the case of a Note issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice to the Put Exercise Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (a “Put Exercise Notice”) at the office of the Put Exercise Agent and shall state in writing therein the principal amount of Notes to be put to the Company and the name or names (with addresses) in which such holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Put Value Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Put Exercise Agent, (C) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(i), and (D) if required, pay all taxes or duties, if any. A Note shall be deemed to have been put to the Company immediately prior to the close of business on the date (the “Put Exercise Date”) that the holder has complied with the requirements set forth in this Section 13.02(c). No Put Exercise Notice with respect to any Notes may be delivered by a holder thereof if such holder has also tendered a Designated Event Purchase Notice and not validly withdrawn such Designated Event Purchase Notice in accordance with the applicable provisions of Section 14.01. If more than one Note shall be put to the Company at one time by the same holder, the Put Value Obligation with respect to such Notes, if any, that shall be payable upon put exercise shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so put to the Company.
(d) Delivery of the amounts owing in satisfaction of the Put Value Obligation shall be made by the Company in no event later than the date specified in Section 13.02(a), except to the extent specified in Section 13.02(b). The Company shall make such delivery by paying the cash amount owed to the Put Exercise Agent or to the holder of the Note put to the Company, or such holder’s nominee or nominees, and, if the Company has exercised the Net Share Settlement Option, by issuing, or causing to be issued, and delivering to the Put Exercise Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock, if any, to which such holder shall be entitled as part of such Put Value Obligation (together with any cash in lieu of fractional shares).
(e) In case any Note shall be surrendered for partial put exercise, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not put to the Company.
(f) The If a holder puts a Note to the Company and the Company exercises its Net Share Settlement Option to pay an amount outstanding under the Notes in cash and shares of Common Stock, the Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock Stock, if any, upon the put exercise. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock to be issued in a name other than the holder’s name. The Put Exercise Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations.
(g) Except as provided in Section 13.04, no adjustment shall be made for dividends on any shares issued upon the exercise of the Net Share Settlement Option by the Company with respect to any Note as provided in this Article.
(h) Upon the put exercise with respect to an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any Notes put to the Company through any Put Exercise Agent other than the Trustee.
(i) Upon put exercise, a Noteholder shall not receive any separate cash payment for accrued and unpaid interest except as set forth below. The Company’s settlement of the Put Value Obligation as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest (including Additional Amount, if any) to, but not including, the Put Exercise Date. As a result, accrued and unpaid interest (including Additional Amount, if any) to, but not including, the Put Exercise Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are put to the Company after the close of business on a record date, holders of such Notes as of the close of business on the record date will receive the interest (including Additional Amount, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the put exercise. Notes surrendered for put exercise during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Amount, if any) payable on the Notes so put to the Company; provided, however, that no such payment need be made (i) if the Company has specified a Designated Event Purchase Date that is after a record date and on or prior to the corresponding Interest Payment Date; (ii) in respect of any put exercise that occurs after the record date immediately preceding the Maturity Date; or (iii) to the extent of any overdue interest existing at the time of put exercise with respect to such Note. Except as described above, no payment or adjustment will be made for accrued interest (including Additional Amount, if any) on the Notes put to the Company.
(j) The Person in whose name the certificate for any shares of Common Stock issued upon the put exercise and the exercise of the Net Share Settlement Option by the Company is registered shall be treated as a shareholder of record on and after the Put Exercise Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such put exercise shall be at the Put Value Rate in effect during the Observation Period for the Put Exercise Date on the date that such Notes shall have been surrendered for put exercise, as if the stock transfer books of the Company had not been closed. Upon the put exercise with respect to the Notes, such Person shall no longer be a Noteholder.
(k) No fractional shares of Common Stock shall be issued upon the exercise of any Note or Notes put to the Company. If more than one Note shall be surrendered for put exercise at one time by the same holder, the number of full shares that shall be issued by the Company shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issued with respect to any Note or Notes (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fraction (calculated to the nearest one-100th of a share) in an amount equal to the same fraction of the Last Reported Sale Price of the Common Stock on the last Trading Day of the applicable Observation Period.
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