Repurchase and Cancellation of Debentures Clause Samples

The 'Repurchase and Cancellation of Debentures' clause defines the issuer's right or obligation to buy back its own debentures before their maturity and subsequently cancel them. In practice, this clause outlines the conditions under which repurchases can occur, such as through open market transactions or tender offers, and specifies that once repurchased, the debentures are removed from circulation and no longer accrue interest or represent debt. This mechanism allows issuers to manage their debt levels proactively, potentially reduce interest expenses, and provide flexibility in capital structure management.
Repurchase and Cancellation of Debentures. 26 3.1 Repurchase of Debentures at Option of the Holder upon a Change of Control 26 3.2 Purchase of Debentures 29 3.3 Debentures Purchased in Part 29 3.4 Compliance with Applicable Securities Law upon Purchase of Debentures 29
View Source
Repurchase and Cancellation of Debentures. 3.1 Repurchase of Debentures at Option of the Holder upon a Change of Control (a) Upon the occurrence of a Change of Control prior to the Maturity Date, each Holder of Debentures has the right to require the Corporation to: (i) repurchase for cash all or such portion of the Debentures of such Holders equal to $1,000 principal amount (or an integral multiple thereof) which are Outstanding immediately prior to such Change of Control, at a price equal to 105% of the principal amount of the Debentures then Outstanding plus any accrued and unpaid interest thereon (the “Change of Control Repurchase Price”) on the Change of Control Repurchase Date (the “Repayment Offer”); or (ii) if as a result of the Change of Control there is or will be a Successor Entity, subject to Applicable Law, exchange all or such portion of the Debentures of such Holders equal to $1,000 principal amount (or an integral multiple thereof) which are Outstanding immediately prior to such Change of Control into debentures of the Successor Entity (the “Exchanged Debentures”), with each $1,000 principal amount (or an integral multiple thereof) being exchanged for unsecured convertible debentures of the Successor Entity with a principal amount of $1,000 with interest, payment and maturity provisions that are economically equivalent to the Debentures (the “Exchange Offer” and together with the Repayment Offer, the “Change of Control Offer”), provided that if 90% or more of the principal amount of all of the Debentures then Outstanding on the date of the Change of Control Notice are tendered for redemption pursuant to the Repayment Offer, the Exchange Offer shall be deemed to be withdrawn and the Corporation shall have the right, at its option, at any time within 30 days of the Change of Control Repurchase Date of such Change of Control Offer, to elect to redeem all, but not less than all, of the remaining Debentures that are then Outstanding, at the Change of Control Repurchase Price of such Repayment Offer. (b) As promptly as practicable following the date on which the Corporation announces the Change of Control, but in no event less than 30 days prior to the anticipated date of completion of a Change of Control, the Corporation shall mail a written notice of the Change of Control to the Trustee and to each Holder (and to beneficial Holders as required by Applicable Securities Laws) (the “Change of Control Notice”). The Change of Control Notice shall include the form of a Change of Control Repur...
View Source
Repurchase and Cancellation of Debentures. ... 26 3.1 Repurchase of Debentures at Option of the Holder upon a Change of Control .......................... 26 3.2
View Source
Repurchase and Cancellation of Debentures. Repurchase of Debentures at Option of the Holder upon a Change of Control
View Source
Repurchase and Cancellation of Debentures. 37 Section 3.1 Redemption of Debentures..................................................................37 Section 3.2
View Source
Repurchase and Cancellation of Debentures 
View SourceView Similar (12)

Related to Repurchase and Cancellation of Debentures

  • Redemption of Debentures 15 Section 3.1. Redemption........................................................................16 Section 3.2. Special Event Redemption..........................................................16 Section 3.3. Optional Redemption by the Company................................................16 Section 3.4.

  • Repurchase and Redemption Section 4.01.

  • Cancellation of Debt The Borrower shall not cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business.

  • Execution of Debentures The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

  • Purchase and Redemption of Fund Shares 1.1 The Fund and the Underwriter agree to sell to the Company those shares of the Portfolios which the Company orders on behalf of any Separate Account, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of such order. For purposes of this Section, the Company shall be the designee of the Fund for receipt of such orders from each Separate Account. Receipt by such designee shall constitute receipt by the Fund; provided that the Fund or the Underwriter receives notice of such order via the National Securities Clearing Corporation (the "NSCC") by 9:00 a.m. Eastern Time on the next following Business Day. The Fund will receive all orders to purchase Portfolio shares using the NSCC's Defined Contribution Clearance & Settlement ("DCC&S") platform. The Fund will also provide the Company with account positions and activity data using the NSCC's Networking platform. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section using the NSCC's Fund/SERV System. Payment shall be in federal funds transmitted by wire from the Fund's designated Settling Bank to the NSCC. "BUSINESS DAY" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates it net asset value pursuant to the rules of the SEC. "NETWORKING" shall mean the NSCC's product that allows Fund's and Companies to exchange account level information electronically. "SETTLING BANK" shall mean the entity appointed by the Fund to perform such settlement services on behalf of the Fund and agrees to abide by the NSCC's Rules and Procedures insofar as they relate to the same day funds settlement. If the Company is somehow prohibited from submitting purchase and settlement instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the following shall apply to this Section: