Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased. (b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give or cause to be given to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05. (c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer. (d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. (e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased). (f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05). Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date.
Appears in 2 contracts
Sources: Indenture (Medical Properties Trust Inc), Indenture (Medical Properties Trust Inc)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event occurs at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holderholder’s option, to require the Issuer Company to repurchase all of such Holderholder’s Notes, Notes or any portion thereof that is a multiple of $1,000 principal amountamount (provided that the principal amount of any portion of such Note not purchased will be $2,000 or an integral multiple of $1,000 in excess thereof), in cash, for cash on a the date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier Company that is not less than fifteen twenty (1520) days and no later not more than thirty five (3035) calendar days after the date of the Issuer Repurchase Designated Event Company Notice related to such Designated Event, (as defined below) at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest tothereon, if any, to but excluding, the Designated Event Repurchase Date; provided, however, that if Date (unless the Designated Event Repurchase Date falls after is between a Record Date regular record date and the corresponding Interest Payment Date) (the “Designated Event Repurchase Price”). Repurchases of Notes under this Section 14.01 shall be made, at the option of the holder thereof, upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (the “Designated Event Repurchase Notice”) in the form set forth on or the reverse of the Note prior to the corresponding interest payment date, the Issuer shall pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Designated Event Repurchase Date; and
(ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Designated Event Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, and such delivery being a condition to receipt by the repurchase price will holder of the Designated Event Repurchase Price therefor; provided that such Designated Event Repurchase Price shall be 100% so paid pursuant to this Section 14.01 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Repurchase Notice. The Designated Event Repurchase Notice shall state:
(A) if certificated, the certificate numbers of Notes to be delivered for repurchase;
(B) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof (provided that the principal amount of any portion of such Note not purchased will be $2,000 or an integral multiple of $1,000 in excess thereof), and
(C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture. Any purchase by the Company contemplated pursuant to the provisions of this Section 14.01 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Designated Event Repurchase Date and the time of the book-entry transfer or delivery of the Note. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 14.01(c). Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(b) On or before the tenth calendar 20th day after the occurrence Effective Date of a any Designated Event, the Issuer Company shall give or cause to be given provide to all Holders holders of record on the date of the Designated Event (Notes and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to a notice (the giving “Designated Event Company Notice”) of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or and of the repurchase right at the option of the holders arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with providing such Designated Event Company Notice, the Company shall publish such a notice containing the information in The Wall Street Journal or another newspaper of general circulation in The City of New York or included therein on the GuarantorCompany’s website, website or through such other public medium as the Issuer shall deem appropriate Company may use at such time. Each Designated Event Company Notice shall specify:
(i) the events causing the Designated Event and whether such Designated Event also constituted a Fundamental Change;
(ii) the date of the Designated Event;
(iii) the Designated Event Repurchase Date and the last date on which a holder may exercise the repurchase right;
(iv) the Designated Event Repurchase Price;
(v) the name and address of the Paying Agent and the Conversion Agent;
(vi) if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(vii) if applicable, that the Notes with respect to which a Designated Event Repurchase Notice has been delivered by a holder may be converted only if the holder withdraws the Designated Event Repurchase Notice in accordance with the terms of the indenture;
(viii) that the holder must exercise the repurchase right on or prior to the close of business on the Business Day immediately preceding the Designated Event Repurchase Date, subject to extension to comply with applicable law (the “Designated Event Expiration Time”);
(ix) that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, and
(x) the procedures that holders must follow to require the Company to repurchase their Notes. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.0514.02.
(c) For A Designated Event Repurchase Notice may be withdrawn by means of a Note to be repurchased at the option written notice of the Holder pursuant to this Section 3.05(c), the Holder must deliver withdrawal delivered to the Paying Agent, Agent in accordance with the Designated Event Company Notice at any time prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, specifying:
(i) a written notice of repurchase (if certificated Notes have been issued, the “Designated Event Repurchase Notice”) in the form set forth on the reverse certificate numbers of the Note duly completed specifying withdrawn Notes,
(Aii) (if the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and
(iii) the Holder will deliver principal amount, if any, of such Note that remains subject to be repurchasedthe original Designated Event Repurchase Notice, which portion must be in principal amounts of $1,000 2,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price thereforeexcess thereof; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to are not in certificated form, the Paying Agent shall conform in all respects to notice must comply with appropriate procedures of the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the IssuerDepositary.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on On or prior to 11:00 a.m. (local time in The City of New York) on the relevant Business Day following the Designated Event Repurchase Date, the Company will deposit with the Trustee (or other Paying Agent appointed by the Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of money sufficient to repurchase on the Designated Event Repurchase Date (except in the case all of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify repurchased on such date at the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice Price. Subject to receipt of withdrawal thereof. Any repurchase funds and/or Notes by the Issuer contemplated pursuant Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn) prior to the provisions of this Section 3.05 shall Designated Event Expiration Time will be consummated by the delivery of the consideration to be received by the Holder on made promptly after the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder holder has satisfied the conditions in this Section 3.05). Payment to the payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered Price in Section 14.02), and not withdrawn is conditioned upon (y) the time of book-entry transfer or the delivery of the Notes, together with necessary endorsements, such Note to the Trustee (or other Paying Agent prior appointed by the Company) by the holder thereof in the manner required by Section 14.01 by mailing checks for the amount payable to the close holders of business on such Notes entitled thereto as they shall appear in the second Business Day prior Note register, provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Designated Event Repurchase DatePrice.
Appears in 2 contracts
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateDebentures, then each Noteholder Debentureholder shall have the right, at such Holder’s holder's option, to require the Issuer Company to repurchase all of such Holder’s Notesholder's Debentures, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date designated by the Company (the “"Designated Event Repurchase Date”") specified by the Issuer, which may be no earlier that is not less than fifteen twenty (1520) days and no later nor more than thirty thirty-five (3035) days Business Days after the date of the Issuer Repurchase Designated Event Notice related to (as defined in Section 3.05(b)) for such Designated EventEvent (or, if such day is not a Business Day, the next succeeding Business Day) at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest Interest to, but excluding, the Designated Event Repurchase Date; provided, however, provided that if the such Designated Event Repurchase Date falls after a Record Date record date and on or prior to the corresponding interest payment date, then the Issuer shall pay the full amount of accrued and unpaid interest, if any, Interest payable on such interest payment date shall be paid to the Holder holders of record at of the close of business Debentures on the corresponding Record Date, and the repurchase price will be 100% applicable record date instead of the principal amount of holders surrendering the Notes to be repurchasedDebentures for repurchase.
(b) On or before the tenth calendar 20th day after the occurrence of a Designated Event, the Issuer Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall give agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be given mailed to all Holders holders of record on the date of the Designated Event a notice (the "Designated Event Notice") of the occurrence of such Designated Event and to beneficial owners of the repurchase right at the option of the holders arising as required by applicable law) an Issuer Repurchase Notice as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.07 with respect to 3.02 (without regard for the time limits set forth therein). If the Company shall give such Designated Event. The Issuer notice, the Company shall also deliver a copy of the Issuer Repurchase Designated Event Company Notice to the Trustee and the Paying Agent at such time as it is given mailed to NoteholdersDebentureholders. In addition to Concurrently with the giving mailing of such Issuer Repurchase any Designated Event Notice, the Issuer Company shall disseminate issue a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event referred to in the Designated Event Notice, the form and content of which press release shall be determined by the Company in its sole discretion, or (at the Company's sole election) the Company may publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, its website or through such other public medium as the Issuer Company shall deem appropriate use at such time. The failure to issue any such press release or otherwise publish such information or any defect therein shall not affect the validity of the Designated Event Notice or any proceedings for the repurchase of any Debenture that any Debentureholder may elect to have the Company repurchase as provided in this Section 3.05. Each Designated Event Notice shall specify the circumstances constituting the Designated Event, the Designated Event Repurchase Date, the price at which the Company shall be obligated to repurchase Debentures, that the holder must exercise the repurchase right on or prior to 5:00 p.m., New York City time, on the Designated Event Repurchase Date (the "Designated Event Expiration Time"), that the holder shall have the right to withdraw any Debentures surrendered prior to the Designated Event Expiration Time, if the Debentures are then convertible, that Debentures as to which an Option to Elect Repurchase Upon a Designated Event has been given may be converted only if the Option to Elect Repurchase Upon a Designated Event is withdrawn in accordance with the terms of this Indenture, a description of the procedure that a Debentureholder must follow to exercise such repurchase right and to withdraw any surrendered Debentures, the place or places where the holder is to surrender such holder's Debentures, the amount of Interest accrued and unpaid on each Debenture to the Designated Event Repurchase Date and the CUSIP number or numbers of the Debentures (if then generally in use). No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ Debentureholders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes Debentures pursuant to this Section 3.05.
(c) For a Note to Repurchases of Debentures under this Section 3.05 shall be repurchased made, at the option of the Holder pursuant to this Section 3.05(c)holder thereof, the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, upon:
(i) delivery to the Trustee (or other paying agent appointed by the Company) by a written holder of a duly completed and executed notice of repurchase (the “"Option to Elect Repurchase Upon a Designated Event Repurchase Notice”Event") in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) the certificate number of the Note that the Holder will deliver Debenture prior to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this IndentureExpiration Time; together with and
(ii) such Notes duly endorsed for transfer (if the Note if certificated) delivery or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note the Debentures to the Paying Agent with, Trustee (or other paying agent appointed by the Company) at any time simultaneous with or after delivery of, of the Option to Elect Repurchase Upon a Designated Event Repurchase Notice (together with all necessary endorsements) at the office Corporate Trust Office of the Paying Agent shall be Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 6.02, such delivery being a condition to the receipt by the Holder holder of the repurchase price thereforetherefor; provided, however, provided that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes Debenture so delivered to the Paying Agent Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Option to Elect Repurchase Upon a Designated Event. The Company shall purchase from the holder thereof, pursuant to this Section 3.05, a portion of a Debenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Upon presentation of any Debenture repurchased in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Debentures presented. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Option to Elect Repurchase Upon a Designated Event contemplated by this Section 3.05 shall have the right to withdraw such Option to Elect Repurchase NoticeUpon a Designated Event at any time prior to the Designated Event Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 3.05(d) below. Debentures in respect of which an Option to Elect Repurchase Upon a Designated Event has been given by the holder thereof may not be converted pursuant to Article 17 hereof on or after the date of the delivery of such Option to Elect Repurchase Upon a Designated Event unless such Option to Elect Repurchase Upon a Designated Event has first been validly withdrawn. The Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option to Elect Repurchase Upon a Designated Event or written notice of withdrawal thereof. For a Debenture, other than a Global Debenture to be so repurchased at the option of the holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Debenture with the form entitled "Option to Elect Repurchase Upon A Designated Event" on the reverse thereof duly completed, together with such Debentures duly endorsed for transfer, on or before the Designated Event Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note Debenture for repurchase shall be determined by the IssuerCompany, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The IssuerAn Option to Elect Repurchase Upon a Designated Event may be withdrawn by means of a written notice of withdrawal delivered to the office of the Trustee (or other paying agent appointed by the Company) in accordance with the Option to Elect Repurchase Upon a Designated Event at any time prior to the Designated Event Expiration Time, specifying:
(i) the certificate number, if so requestedany, shall repurchase from of the Holder thereofDebenture in respect of which such notice of withdrawal is being submitted, pursuant to this Section 3.05, or the appropriate Depositary information if the Debenture in respect of which such notice of withdrawal is being submitted is represented by a portion of a Note, if Global Debenture,
(ii) the principal amount of the Debenture with respect to which such portion notice of withdrawal is $1,000 or an integral multiple being submitted, and
(iii) the principal amount, if any, of $1,000. Provisions of this Indenture such Debenture that apply remains subject to the repurchase of all of original Option to Elect Repurchase Upon a Note also apply to Designated Event and that has been or will be delivered for purchase by the repurchase of such portion of such NoteCompany.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on On or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice Date, the Company shall deposit with the Trustee or written notice with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 6.04) an amount of withdrawal thereof. Any money sufficient to repurchase by on the Issuer contemplated pursuant Designated Event Repurchase Date all the Debentures to be repurchased on such date at the provisions of this Section 3.05 shall be consummated by appropriate repurchase price, together with accrued and unpaid Interest to, but excluding, the delivery of Designated Event Repurchase Date; provided that if such payment is made on the consideration to Designated Event Repurchase Date it must be received by the Holder Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date. Payment for Debentures surrendered for repurchase (and not withdrawn) prior to the Designated Event Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) two Designated Event Repurchase Date, and (2y) Business Days following the time of book-entry transfer or delivery of such Note the Debenture surrendered for repurchase, by (i) mailing checks for the amount payable to the Paying Agent by the Holder thereof holders of such Debentures entitled thereto as they shall appear in the manner required Debenture Register or (ii) on any Global Debenture by this Section 3.05 and (y) wire transfer of immediately available funds to the account of the Depositary or its nominee. If on the Business Day following the Designated Event Repurchase Date with respect the Trustee (or other paying agent appointed by the Company) holds money sufficient to such Note (provided repurchase all the Holder has satisfied the conditions in this Section 3.05). Payment Debentures or portions thereof that are to be purchased as of the repurchase price on Designated Event Repurchase Date, then as of the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered (i) the Debentures will cease to be Outstanding, (ii) Interest on the Debentures will cease to accrue, and (iii) all other rights of the holders of such Debentures will terminate, whether or not withdrawn is conditioned upon book-entry transfer of the Debentures has been made or the Debentures have been delivered to the Trustee or paying agent, other than the right to receive the repurchase price upon delivery of the NotesDebentures.
(f) [Reserved].
(g) The Company will comply with the provisions of Rule 13e-4, together with necessary endorsements, Rule 14e-1 and any other tender offer rules under the Exchange Act to the Paying Agent prior extent applicable and file a Schedule TO or any other required schedule or form under the Exchange Act to the close extent then applicable in connection with the repurchase rights of business on the second Business Day prior to holders of Debentures in the event of a Designated Event Repurchase DateEvent.
Appears in 2 contracts
Sources: Indenture (Commscope Inc), Indenture (Commscope Inc)
Repurchase at Option of Holders Upon a Designated Event. (a) For purposes of the Exchangeable Debentures, Section 10.1(a) of the Indenture is hereby replaced and superceded by the following and the following shall apply to the Exchangeable Debentures:
(a) If there shall occur a Designated Event at any time prior to the Maturity DateApril 15, 2012, then each Noteholder Holder shall have the right, at such Holder’s option, to require the Issuer Company to repurchase all of such Holder’s NotesExchangeable Debentures, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the IssuerCompany, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes Exchangeable Debentures being repurchased, plus accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding, the Designated Event Repurchase Date; provided. A “Designated Event” will be deemed to have occurred upon a Change in Control or a Termination of Trading.”
(b) For purposes of the Exchangeable Debentures, however, that if Section 10.1(b) of the Designated Event Repurchase Date falls after a Record Date Indenture is hereby replaced and on or prior superceded by the following and the following shall apply to the corresponding interest payment date, the Issuer shall pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.Exchangeable Debentures:
(b) On or before the tenth thirtieth calendar day after the occurrence of a Designated Event, the Issuer Company shall give mail or cause to be given mailed to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 5.03 of the Twenty-Third Supplemental Indenture with respect to such Designated Event. The Issuer Company shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given mailed to NoteholdersHolders. In addition to the giving mailing of such Issuer Repurchase Notice, the Issuer Company shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News or a substantially equivalent financial news organization announcing the occurrence of such the Designated Event or and publish such information in The Wall Street Journal or another a newspaper of general circulation in The City of New York York, or on the GuarantorHost REIT’s website, or through such other public medium as the Issuer Company shall deem appropriate at such time. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the NoteholdersHolders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes Exchangeable Debentures pursuant to this Section 3.0510.1(b).”
(c) For a Note to be repurchased at the option purposes of the Holder pursuant to this Exchangeable Debentures, Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse 10.1 of the Note duly completed specifying (A) (if Indenture is hereby supplemented by adding the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05). Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date.following:
Appears in 2 contracts
Sources: Supplemental Indenture (Host Hotels & Resorts, Inc.), Supplemental Indenture (Host Hotels & Resorts L.P.)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event occurs at any time prior to the Maturity Datetime, then each Noteholder shall have the right, at such Holderholder’s option, to require the Issuer Company to repurchase all of such Holderholder’s Notes, Notes or any portion thereof that is a multiple of $1,000 principal amount, in cash, for cash on a the date (the “Designated Event Repurchase Purchase Date”) specified by the Issuer, which may be no earlier Company that is not less than fifteen twenty (1520) days and no later not more than thirty thirty-five (3035) calendar days after the date of the Issuer Repurchase Designated Event Company Notice related to such Designated Event, (as defined below) at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest thereon to, but excluding, the Designated Event Repurchase Date; provided, however, that if Purchase Date (unless the Designated Event Repurchase Purchase Date falls after is between a Record Date regular record date and on or prior to the corresponding interest payment dateInterest Payment Date to which it relates, in which case, the Issuer shall Company will pay the full amount of accrued and unpaid interest, if any, interest payable on such interest payment date Interest Payment Date to the Holder Noteholders of record at the close of business on the corresponding Record Dateregular record date) (the “Designated Event Purchase Price”). Any Notes purchased by the Company shall be paid in cash. However, notwithstanding the foregoing, Noteholders will not have the right to require the Company to purchase any Notes upon a Fundamental Change, and the repurchase price Company will not be required to deliver the Designated Event Purchase Notice incidental thereto, if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such Fundamental Change transaction consists of capital stock traded on a U.S. national securities exchange or approved for quotation on a United States system of automated dissemination of quotations of securities prices similar to the NASDAQ Global Market prior to its designation as a national securities exchange (or will be 100% so traded or quoted immediately following the merger or consolidation) and, as a result of such transaction, the Notes become puttable based on the Put Value Rate determined on the basis of shares of such capital stock. Repurchases of Notes under this Section 14.01 shall be made, at the option of the holder thereof, upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (the “Designated Event Purchase Notice”) in the form set forth on the reverse of the Note on or before the Business Day prior to the Designated Event Purchase Date; and
(ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Designated Event Purchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery being a condition to receipt by the holder of the Designated Event Purchase Price therefor; provided that such Designated Event Purchase Price shall be so paid pursuant to this Section 14.01 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Purchase Notice. The Designated Event Purchase Notice shall state:
(A) if certificated, the certificate numbers of Notes to be delivered for repurchase, or if not certificated, such notice must comply with appropriate procedures of the Depositary;
(B) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof, and
(C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture. Any purchase by the Company contemplated pursuant to the provisions of this Section 14.01 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Designated Event Purchase Date and the time of the book-entry transfer or delivery of the Note. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 14.01(c). Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(b) On or before the tenth calendar day after the occurrence Effective Date of a any Designated Event, the Issuer Company shall give or cause to be given provide to all Holders holders of record on the date of the Designated Event (Notes and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to a notice (the giving “Designated Event Company Notice”) of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or and of the repurchase right at the option of the holders arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with providing such notice, the Company shall issue a press release containing this information, publish such a notice containing this information in The Wall Street Journal or another a newspaper of general circulation in The City of New York or publish the information on the GuarantorCompany’s website, website or through such other public medium as the Issuer Company may use at that time. Each Designated Event Company Notice shall deem appropriate at specify:
(i) the events causing the Designated Event and whether such timeDesignated Event also constituted a Fundamental Change;
(ii) the date of the Designated Event;
(iii) the last date on which a holder may exercise the repurchase right;
(iv) the Designated Event Purchase Date;
(v) the Designated Event Purchase Price;
(vi) the name and address of the Paying Agent and the Put Exercise Agent;
(vii) the applicable Put Value Rate and any adjustments to the applicable Put Value Rate;
(viii) that the holder may put the Notes to the Company with respect to which a Designated Event Purchase Notice has been previously delivered to the Company by a holder only if the holder withdraws the Designated Event Purchase Notice in accordance with Section 14.01(c);
(ix) that the holder must exercise the repurchase right on or prior to the close of business on the Business Day prior to the Designated Event Purchase Date (the “Designated Event Expiration Time”);
(x) that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, and
(xi) the procedures that holders must follow to require the Company to repurchase their Notes. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.0514.01.
(c) For A Designated Event Purchase Notice may be withdrawn by means of a Note to be repurchased at the option written notice of the Holder pursuant to this Section 3.05(c), the Holder must deliver withdrawal delivered to the Paying Agent, Agent in accordance with the Designated Event Company Notice at any time prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Purchase Date, specifying:
(i) a written notice of repurchase (if certificated Notes have been issued, the “Designated Event Repurchase Notice”) in the form set forth on the reverse certificate numbers of the Note duly completed specifying (A) (withdrawn Notes, or if the Note is not certificated) the certificate number , such notice must comply with appropriate procedures of the Note that the Holder will deliver to be repurchased or Depositary;
(if the Note is represented by a Global Noteii) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and
(iii) the Holder will deliver principal amount, if any, of such Note that remains subject to be repurchasedthe original Designated Event Purchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.1,000;
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on On or prior to 11:00 a.m. (local time in The City of New York) on the relevant Repurchase Date Business Day following the Designated Event Purchase Date, the Company will deposit with the Trustee (except in the case of an acceleration resulting from a default or other Paying Agent appointed by the Issuer Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of money sufficient to repurchase on the payment Designated Event Purchase Date all of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
repurchased on such date at the Designated Event Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (f) The or other Paying Agent shall promptly notify appointed by the Issuer of Company), payment for Notes surrendered for repurchase (and not withdrawn) prior to the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall Expiration Time will be consummated by the delivery of the consideration to be received by the Holder on made promptly after the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Purchase Date with respect to such Note (provided the Holder holder has satisfied the conditions in this Section 3.05). Payment to the payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered Purchase Price in Section 14.01), and not withdrawn is conditioned upon (y) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 14.01 by mailing checks for the amount payable to the holders of such Notes entitled thereto as they shall appear in the Note Register, provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Designated Event Purchase Price.
(e) If the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to repurchase on the Designated Event Purchase Date all the Notes or portions thereof that are to be purchased as of the Business Day following the Designated Event Purchase Date, then on and after the Designated Event Purchase Date (i) such Notes will cease to be outstanding and interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent); and (ii) all other rights of the holders of such Notes will terminate (other than the right to receive the Designated Event Purchase Price upon delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date).
Appears in 2 contracts
Sources: Indenture (Forest City Enterprises Inc), Indenture (Forest City Enterprises Inc)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateDebentures, then each Noteholder Debentureholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s NotesDebentures, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes Debentures being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes Debentures to be repurchased.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give mail or cause to be given mailed (or sent by electronic transmission) to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given mailed to NoteholdersDebentureholders. In addition to the giving mailing of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the NoteholdersDebentureholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes Debentures pursuant to this Section 3.05.
(c) For a Note Debenture to be repurchased at the option of the Holder pursuant to this Section 3.05(c)3.05, the Holder must deliver to the Paying Agent, prior to the close of business 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note Debenture duly completed specifying (A) (if the Note Debenture is certificated) or stating the following (if the Debenture is represented by a Global Debenture): (A) the certificate number of the Note Debenture that the Holder will deliver to be repurchased or (if the Note Debenture is represented by a Global Notecertificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary proceduresDepository procedures (if the Debenture is represented by a Global Debenture), (B) the portion of the principal amount of the Note Debenture which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes Debentures not subject to repurchase must be in an authorized denomination) and (C) that such Note Debenture shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note Debenture and in this Indenture; together with (ii) such Notes Debentures duly endorsed for transfer (if the Note if Debenture is certificated) or book-entry transfer of such Note Debenture (if such Note Debenture is represented by a Global NoteDebenture). The delivery of such Note Debenture to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note Debenture for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent any manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a NoteDebenture, if the principal amount of such portion is $1,000 or an integral a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note Debenture also apply to the repurchase of such portion of such NoteDebenture.
(e) Notwithstanding the foregoing, no Notes Debentures may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes Debentures has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes Debentures to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the later Designated Event Repurchase Date if the book-entry transfer or delivery of the Debentures to the Paying Agent is effected prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date, and (xii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05)Debenture. Payment of the repurchase price on the Designated Event Repurchase Date for a Note Debenture for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the NotesDebentures, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase DateAgent.
Appears in 1 contract
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth Within ten calendar day days after the occurrence of a Designated Event, the Issuer shall give or cause to be given to all Holders of record on the date of the Designated Event (and to beneficial owners as to the extent required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s Strategic Hotels’ website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05). Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date.
Appears in 1 contract
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateDebentures, then each Noteholder Debentureholder shall have the right, at such Holderholder’s option, to require the Issuer Company to repurchase all of such Holderholder’s NotesDebentures for cash, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a the date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier Company that is not less than fifteen twenty (1520) days Business Days and no later not more than thirty five (3035) days Business Days after the date of the Issuer Repurchase Designated Event Notice related to of such Designated Event, Event at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest interest, including Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, thereon to, but excluding, the Designated Event Repurchase Date; provided, however, that if Date (the “ Designated Event Repurchase Price”). If such Designated Event Repurchase Date falls after a Record Date record date for the payment of interest, Contingent Interest or Liquidated Damages and on or prior to the corresponding interest payment date, the Issuer Company shall instead pay the principal amount to the Debentureholders, and pay the full amount of accrued and unpaid interest, including Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, payable on such interest payment date to the Holder holder of record at on the close of business on the corresponding Record Date, and the repurchase price will be 100% record date. Repurchases of the principal amount of the Notes to be repurchased.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give or cause to be given to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to Debentures under this Section 3.05.
(c) For a Note to 16.02 shall be repurchased made, at the option of the Holder pursuant to this Section 3.05(c)holder thereof, the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a written holder of a duly completed notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if Debenture prior to the Note is certificated) the certificate number close of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of business on the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this IndentureDate; together with and
(ii) such Notes duly endorsed for transfer (if the Note if certificated) delivery or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note the Debentures to the Trustee (or other Paying Agent with, or appointed by the Company) at any time after delivery of, of the Designated Event Repurchase Notice (together with all necessary endorsements) at the office Corporate Trust Office of the Trustee (or other Paying Agent shall be appointed by the Company) in the Borough of Manhattan, such delivery being a condition to the receipt by the Holder holder of the repurchase price thereforeDesignated Event Repurchase Price therefor; provided, however, provided that such repurchase price Designated Event Repurchase Price shall be so paid pursuant to this Section 3.05 16.02 only if the Notes Debenture so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined Any purchase by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer Company contemplated pursuant to the provisions of this Section 3.05 16.02 shall be consummated by the delivery of the consideration to be received by the Holder on holder promptly following the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided and the Holder has satisfied the conditions in this Section 3.05). Payment time of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, Debenture. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other Paying Agent prior to appointed by the close of business on Company) the second Business Day prior to the Designated Event Repurchase Date.Designated
Appears in 1 contract
Sources: Indenture (Blackrock Inc /Ny)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event occurs at any time prior to the Maturity Datetime, then each Noteholder shall have the right, at such Holderholder’s option, to require the Issuer Company to repurchase all of such Holderholder’s Notes, Notes or any portion thereof that is a multiple of $1,000 principal amount, in cash, for cash on a the date (the “Designated Event Repurchase Purchase Date”) specified by the Issuer, which may be no earlier Company that is not less than fifteen twenty (1520) days and no later not more than thirty thirty-five (3035) calendar days after the date of the Issuer Repurchase Designated Event Company Notice related to such Designated Event, (as defined below) at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest (including Additional Interest, if any) thereon to, but excluding, the Designated Event Repurchase Date; provided, however, that if Purchase Date (unless the Designated Event Repurchase Purchase Date falls after is between a Record Date regular record date and on or prior to the corresponding interest payment dateInterest Payment Date to which it relates, in which case, the Issuer shall Company will pay the full amount of accrued and unpaid interestinterest (including Additional Interest, if any, ) payable on such interest payment date Interest Payment Date to the Holder Noteholders of record at the close of business on the corresponding Record Dateregular record date) (the “Designated Event Purchase Price”). Any Notes purchased by the Company shall be paid in cash. However, notwithstanding the foregoing, Noteholders will not have the right to require the Company to purchase any Notes upon a Fundamental Change, and the repurchase price Company will not be required to deliver the Designated Event Purchase Notice incidental thereto, if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such Fundamental Change transaction consists of capital stock traded on a U.S. national securities exchange or approved for quotation on a United States system of automated dissemination of quotations of securities prices similar to the NASDAQ Global Market prior to its designation as a national securities exchange (or will be 100% so traded or quoted immediately following the merger or consolidation) and, as a result of such transaction, the Notes become convertible based on the Conversion Rate determined on the basis of shares of such capital stock. In addition, no Notes may be repurchased by the Company at the option of the holders upon a Designated Event if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to be repurchased.
the Designated Event Purchase Date (b) On or before except in the tenth calendar day after case of an acceleration resulting from a Default by the occurrence of a Designated Event, Company in the Issuer shall give or cause to be given to all Holders of record on the date payment of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 Purchase Price with respect to such Designated EventNotes). The Issuer shall also deliver a copy Repurchases of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to under this Section 3.05.
(c) For a Note to 14.01 shall be repurchased made, at the option of the Holder pursuant to this Section 3.05(c)holder thereof, the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a written holder of a duly completed notice of repurchase (the “Designated Event Repurchase Purchase Notice”) in the form set forth on the reverse of the Note duly completed specifying on or before the Business Day prior to the Designated Event Purchase Date; and
(ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Designated Event Purchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery being a condition to receipt by the holder of the Designated Event Purchase Price therefor; provided that such Designated Event Purchase Price shall be so paid pursuant to this Section 14.01 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Purchase Notice. The Designated Event Purchase Notice shall state:
(A) (if the Note is certificated) Notes are in definitive form, the certificate number numbers of Notes to be delivered for repurchase, or if in global form, such notice must comply with appropriate procedures of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, Depositary;
(B) the portion of the principal amount of the Note which the Holder will deliver Notes to be repurchased, which must be $1,000 or an integral multiple thereof, and
(C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture. Any purchase by the Company contemplated pursuant to the provisions of this Section 14.01 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Designated Event Purchase Date and the time of the book-entry transfer or delivery of the Note. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Designated Event Purchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 14.01(c). Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(b) On or before the tenth day after the effective date of any Designated Event, the Company shall provide to all holders of record of the Notes and the Trustee and Paying Agent a notice (the “Designated Event Company Notice”) of the occurrence of such Designated Event and of the repurchase right at the option of the holders arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with providing such notice, the Company shall issue a press release containing this information, publish a notice containing this information in a newspaper of general circulation in The City of New York or publish the information on the Company’s website or through such other public medium as the Company may use at that time. Each Designated Event Company Notice shall specify:
(i) the events causing the Designated Event and whether such Designated Event also constituted a Fundamental Change;
(ii) the date of the Designated Event;
(iii) the last date on which a holder may exercise the repurchase right;
(iv) the Designated Event Purchase Date;
(v) the Designated Event Purchase Price;
(vi) the name and address of the Paying Agent and the Conversion Agent;
(vii) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(viii) that the holder may surrender the Notes for conversion with respect to which a Designated Event Purchase Notice has been previously delivered to the Company by a holder only if the holder withdraws the Designated Event Purchase Notice in accordance with Section 14.01(c);
(ix) that the holder must exercise the repurchase right on or prior to the close of business on the Business Day prior to the Designated Event Purchase Date (the “Designated Event Expiration Time”);
(x) that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, and
(xi) the procedures that holders must follow to require the Company to repurchase their Notes.
(c) A Designated Event Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Designated Event Company Notice at any time prior to the close of business on the Business Day prior to the Designated Event Purchase Date, specifying:
(i) if the Notes are in definitive form, the certificate numbers of the withdrawn Notes, or if in global form, such notice must comply with appropriate procedures of the Depositary;
(ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and
(iii) the principal amount, if any, of such Note that remains subject to the original Designated Event Purchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.1,000;
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on On or prior to 11:00 a.m. (local time in The City of New York) on the relevant Repurchase Date Business Day following the Designated Event Purchase Date, the Company will deposit with the Trustee (except in the case of an acceleration resulting from a default or other Paying Agent appointed by the Issuer Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of money sufficient to repurchase on the payment Designated Event Purchase Date all of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
repurchased on such date at the Designated Event Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (f) The or other Paying Agent shall promptly notify appointed by the Issuer of Company), payment for Notes surrendered for repurchase (and not withdrawn) prior to the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall Expiration Time will be consummated by the delivery of the consideration to be received by the Holder on made promptly after the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Purchase Date with respect to such Note (provided the Holder holder has satisfied the conditions in this Section 3.05). Payment to the payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered Purchase Price in Section 14.01), and not withdrawn is conditioned upon (y) the time of book-entry transfer or the delivery of the Notes, together with necessary endorsements, such Note to the Trustee (or other Paying Agent prior appointed by the Company) by the holder thereof in the manner required by Section 14.01 by mailing checks for the amount payable to the close holders of business on such Notes entitled thereto as they shall appear in the second Business Day prior Note Register, provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Designated Event Repurchase DatePurchase Price.
Appears in 1 contract
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateNotes, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a an integral multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give deliver or cause to be given delivered to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given delivered to Noteholders. In addition to the giving delivery of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s websiteweb site, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ Noteholder’s repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Notecertificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary proceduresprocedures (if the Note is represented by a Global Note), (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denominationintegral multiple of $1,000) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Designated Event Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof.
(g) The Issuer may arrange for a third party to purchase any Notes (provided that the Trustee is so notified by Issuer promptly) for which the Issuer receives a valid Designated Event Repurchase Notice that is not withdrawn, in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Notes under these circumstances, interest will continue to accrue on those Notes and such Notes will continue to be outstanding after the Designated Event Repurchase Date. The third party subsequently may resell such purchased Notes to other investors. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the later Designated Event Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date, and (xii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05)Note. Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase DateAgent.
Appears in 1 contract
Sources: Indenture (Extra Space Storage Inc.)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateNotes, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall will pay the full amount of accrued and unpaid interest, if any (plus Additional Interest, if any), on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth twentieth calendar day after the occurrence of a Designated Event, the Issuer shall give mail or cause to be given mailed to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given mailed to Noteholders. In addition to the giving mailing of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Notecertificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary proceduresprocedures (if the Note is represented by a Global Note), (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denominationintegral multiple of $1,000) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price thereforetherefor; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Designated Event Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof.
(g) The Issuer may arrange for a third party to purchase the Notes (provided that the Trustee is so notified by the Issuer promptly) for which the Issuer receives a valid Designated Event Repurchase Notice that is not withdrawn, in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Notes under these circumstances, interest will continue to accrue on such Notes and such Notes will continue to be outstanding after the Designated Event Repurchase Date and will be fungible with all other Notes outstanding. The third party subsequently may resell such purchased Notes to other investors. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the later Designated Event Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date, and (xii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05)Note. Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase DateAgent.
Appears in 1 contract
Sources: Indenture (BioMed Realty Trust Inc)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event occurs at any time prior to the Maturity Datetime, then each Noteholder shall have the right, at such Holderholder’s option, to require the Issuer Company to repurchase all of such Holderholder’s Notes, Notes or any portion thereof that is a multiple of $1,000 principal amount, in cash, for cash on a the date (the “Designated Event Repurchase Purchase Date”) specified by the Issuer, which may be no earlier Company that is not less than fifteen twenty (1520) days and no later not more than thirty thirty-five (3035) calendar days after the date of the Issuer Repurchase Designated Event Company Notice related to such Designated Event, (as defined below) at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest (including Additional Amount, if any) thereon to, but excluding, the Designated Event Repurchase Date; provided, however, that if Purchase Date (unless the Designated Event Repurchase Purchase Date falls after is between a Record Date regular record date and on or prior to the corresponding interest payment dateInterest Payment Date to which it relates, in which case, the Issuer shall Company will pay the full amount of accrued and unpaid interest, if any, interest payable on such interest payment date Interest Payment Date to the Holder Noteholders of record at the close of business on the corresponding Record Dateregular record date) (the “Designated Event Purchase Price”). Any Notes purchased by the Company shall be paid in cash. However, notwithstanding the foregoing, Noteholders will not have the right to require the Company to purchase any Notes upon a Fundamental Change, and the repurchase price Company will not be required to deliver the Designated Event Purchase Notice incidental thereto, if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such Fundamental Change transaction consists of capital stock traded on a U.S. national securities exchange or approved for quotation on a United States system of automated dissemination of quotations of securities prices similar to the NASDAQ National Market prior to its designation as a national securities exchange (or will be 100% so traded or quoted immediately following the merger or consolidation) and, as a result of such transaction, the Notes become puttable based on the Put Value Rate determined on the basis of shares of such capital stock. Repurchases of Notes under this Section 14.01 shall be made, at the option of the holder thereof, upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (the “Designated Event Purchase Notice”) in the form set forth on the reverse of the Note on or before the Business Day prior to the Designated Event Purchase Date; and
(ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Designated Event Purchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery being a condition to receipt by the holder of the Designated Event Purchase Price therefor; provided that such Designated Event Purchase Price shall be so paid pursuant to this Section 14.01 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Purchase Notice. The Designated Event Purchase Notice shall state:
(A) if certificated, the certificate numbers of Notes to be delivered for repurchase, or if not certificated, such notice must comply with appropriate procedures of the Depositary;
(B) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof, and
(C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture. Any purchase by the Company contemplated pursuant to the provisions of this Section 14.01 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Designated Event Purchase Date and the time of the book-entry transfer or delivery of the Note. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 14.01(c). Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(b) On or before the tenth calendar day after the occurrence Effective Date of a any Designated Event, the Issuer Company shall give or cause to be given provide to all Holders holders of record on the date of the Designated Event (Notes and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to a notice (the giving “Designated Event Company Notice”) of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or and of the repurchase right at the option of the holders arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with providing such notice, the Company shall issue a press release containing this information, publish such a notice containing this information in The Wall Street Journal or another a newspaper of general circulation in The City of New York or publish the information on the GuarantorCompany’s website, website or through such other public medium as the Issuer Company may use at that time. Each Designated Event Company Notice shall deem appropriate at specify:
(i) the events causing the Designated Event and whether such timeDesignated Event also constituted a Fundamental Change;
(ii) the date of the Designated Event;
(iii) the last date on which a holder may exercise the repurchase right;
(iv) the Designated Event Purchase Date;
(v) the Designated Event Purchase Price;
(vi) the name and address of the Paying Agent and the Put Exercise Agent;
(vii) the applicable Put Value Rate and any adjustments to the applicable Put Value Rate;
(viii) that the holder may put the Notes to the Company with respect to which a Designated Event Purchase Notice has been previously delivered to the Company by a holder only if the holder withdraws the Designated Event Purchase Notice in accordance with Section 14.01(c);
(ix) that the holder must exercise the repurchase right on or prior to the close of business on the Business Day prior to the Designated Event Purchase Date (the “Designated Event Expiration Time”);
(x) that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, and
(xi) the procedures that holders must follow to require the Company to repurchase their Notes. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.0514.01.
(c) For A Designated Event Purchase Notice may be withdrawn by means of a Note to be repurchased at the option written notice of the Holder pursuant to this Section 3.05(c), the Holder must deliver withdrawal delivered to the Paying Agent, Agent in accordance with the Designated Event Company Notice at any time prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Purchase Date, specifying:
(i) a written notice of repurchase (if certificated Notes have been issued, the “Designated Event Repurchase Notice”) in the form set forth on the reverse certificate numbers of the Note duly completed specifying (A) (withdrawn Notes, or if the Note is not certificated) the certificate number , such notice must comply with appropriate procedures of the Note that the Holder will deliver to be repurchased or Depositary;
(if the Note is represented by a Global Noteii) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and
(iii) the Holder will deliver principal amount, if any, of such Note that remains subject to be repurchasedthe original Designated Event Purchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.1,000;
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on On or prior to 11:00 a.m. (local time in The City of New York) on the relevant Repurchase Date Business Day following the Designated Event Purchase Date, the Company will deposit with the Trustee (except in the case of an acceleration resulting from a default or other Paying Agent appointed by the Issuer Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of money sufficient to repurchase on the payment Designated Event Purchase Date all of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
repurchased on such date at the Designated Event Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (f) The or other Paying Agent shall promptly notify appointed by the Issuer of Company), payment for Notes surrendered for repurchase (and not withdrawn) prior to the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall Expiration Time will be consummated by the delivery of the consideration to be received by the Holder on made promptly after the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Purchase Date with respect to such Note (provided the Holder holder has satisfied the conditions in this Section 3.05). Payment to the payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered Purchase Price in Section 14.01), and not withdrawn is conditioned upon (y) the time of book-entry transfer or the delivery of the Notes, together with necessary endorsements, such Note to the Trustee (or other Paying Agent prior appointed by the Company) by the holder thereof in the manner required by Section 14.01 by mailing checks for the amount payable to the close holders of business on such Notes entitled thereto as they shall appear in the second Business Day prior Note Register, provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Designated Event Repurchase DatePurchase Price.
Appears in 1 contract
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateNotes, then each Noteholder shall have the right, at such Holder’s holder's option, to require the Issuer Company to repurchase all of such Holder’s holder's Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a as of the date (the “"Designated Event Repurchase Date”") specified by the Issuer, which may be no earlier Company that is not less than fifteen twenty (1520) days and no later Business Days nor more than thirty thirty-five (3035) days Business Days after the date of the Issuer Repurchase Designated Event Notice related (as defined in Section 3.05(b)) with respect to such Designated Event, Event at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest Interest, if any, to, but excluding, the Designated Event Repurchase DateDate (the "Designated Event Repurchase Price"); provided, however, provided that if the such Designated Event Repurchase Date falls after a Record Date record date and on or prior to the corresponding interest payment date, the Issuer shall pay the full amount of then accrued and unpaid interestInterest, if any, to, but excluding the Designated Event Repurchase Date shall be paid on such interest payment date to the Holder holders of record at of the close of business Notes on the corresponding Record Date, applicable record date instead of the holders surrendering the Notes for repurchase on such date and provided further that no Notes may be repurchased by the repurchase price will be 100% of Company pursuant to this Section 3.05 if the principal amount of the Notes to be repurchased.
(b) On has been accelerated and such acceleration has not been rescinded on or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give or cause to be given to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date. Repurchases of Notes under this Section 3.05 shall be made, at the option of the holder thereof, upon:
(i) delivery to the Trustee (or other paying agent appointed by the Company) by a written holder of a duly completed notice of repurchase (the “"Designated Event Repurchase Notice”") in the form set forth on the reverse of the Note duly completed specifying (A) (if prior to the Note is certificated) the certificate number close of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of business on the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this IndentureDate; together with and
(ii) such Notes duly endorsed for transfer (if the Note if certificated) delivery or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note the Notes to the Paying Agent with, Trustee (or other paying agent appointed by the Company) at any time after delivery of, of the Designated Event Repurchase Notice (together with all necessary endorsements) at the office Corporate Trust Office of the Paying Agent shall be Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 5.02, such delivery being a condition to the receipt by the Holder holder of the repurchase price thereforetherefor; provided, however, provided that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes Note so delivered to the Paying Agent Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase The Company shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase purchase from the Holder holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase purchase of all of a Note also apply to the repurchase purchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased . Any purchase by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer Company contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder on holder promptly following the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided and the Holder has satisfied the conditions in this Section 3.05). Payment time of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, Note. Notwithstanding anything herein to the Paying Agent contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Designated Event Repurchase Notice contemplated by this Section 3.05 shall have the right to withdraw such Designated Event Repurchase Notice at any time prior to the close of business on the second Designated Event Repurchase Date by delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 3.05(c) below. The Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof.
(b) On or before the fifteenth day after the occurrence of a Designated Event, the Company or at its written request (which must be received by the Trustee at least five (5) Business Day Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed to all holders of record on the date of the Designated Event a notice (the "Designated Event Notice") of the occurrence of such Designated Event and of the repurchase right at the option of the holders arising as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.02 (without regard for the time limits set forth therein). If the Company shall give such notice, the Company shall also deliver a copy of the Designated Event Notice to the Trustee at such time as it is mailed to Noteholders. Concurrently with the mailing of any Designated Event Notice, the Company shall issue a press release announcing such Designated Event referred to in the Designated Event Notice, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Designated Event Notice or any proceedings for the repurchase of any Note which any Noteholder may elect to have the Company repurchase as provided in this Section 3.05. Each Designated Event Notice shall specify the circumstances constituting the Designated Event, the Designated Event Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the holder must exercise the repurchase right on or prior to the close of business on the Designated Event Repurchase Date (the "Designated Event Expiration Time"), that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, a description of the procedure that a Noteholder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder's Notes, the amount of Interest accrued and unpaid, if any, on each Note to the Designated Event Repurchase DateDate and the CUSIP number or numbers of the Notes (if then generally in use) and include a form of Designated Event Repurchase Notice. The Designated Event Notice shall indicate whether the Company has elected to pay the Designated Event Repurchase Price in whole or in part by delivery of Ordinary Shares or common equity of the Company's parent, if applicable, as well as the method by which the Company determined the fair market value of the Ordinary Shares and shall specify the percentage of the Designated Event Repurchase Price to be paid in cash, if any, and the percentage of the Designated Event Repurchase Price to be paid in Ordinary Shares or common equity of the Company's parent. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
Appears in 1 contract
Sources: Indenture (Amdocs LTD)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateDebentures, then each Noteholder Debentureholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s NotesDebentures, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes Debentures being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes Debentures to be repurchased.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give mail or cause to be given mailed to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given mailed to NoteholdersDebentureholders. In addition to the giving mailing of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the NoteholdersDebentureholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes Debentures pursuant to this Section 3.05.
(c) For a Note Debenture to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note Debenture duly completed specifying (A) (if the Note Debenture is certificated) or stating the following (if the Debenture is represented by a Global Debenture): (A) the certificate number of the Note Debenture that the Holder will deliver to be repurchased or (if the Note Debenture is represented by a Global Notecertificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary proceduresprocedures (if the Debenture is represented by a Global Debenture), (B) the portion of the principal amount of the Note Debenture which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes Debentures not subject to repurchase must be in an authorized denomination) and (C) that such Note Debenture shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note Debenture and in this Indenture; together with (ii) such Notes Debentures duly endorsed for transfer (if the Note Debenture if certificated) or book-entry transfer of such Note Debenture (if such Note Debenture is represented by a Global NoteDebenture). The delivery of such Note Debenture to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note Debenture for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a NoteDebenture, if the principal amount of such portion is $1,000 or an integral a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note Debenture also apply to the repurchase of such portion of such NoteDebenture.
(e) Notwithstanding the foregoing, no Notes Debentures may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes Debentures has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes Debentures to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the later Designated Event Repurchase Date if the book-entry transfer or delivery of the Debentures to the Paying Agent is effected prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date, and (xii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05)Debenture. Payment of the repurchase price on the Designated Event Repurchase Date for a Note Debenture for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the NotesDebentures, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase DateAgent.
Appears in 1 contract
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Designated Event Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase DateDate (the “Designated Event Repurchase Price”); provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price Designated Event Repurchase Price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth Within 20 calendar day days after the occurrence of a Designated Event, the Issuer shall give or cause to be given to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Designated Event Repurchase Notice as set forth in Section 3.07 4.02 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Designated Event Repurchase Notice to the Trustee Trustee, Exchange Agent and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Designated Event Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the GuarantorCompany’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.054.01.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c4.01(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if is certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price thereforeDesignated Event Repurchase Price therefor; provided, however, that such repurchase price Designated Event Repurchase Price shall be so paid pursuant to this Section 3.05 4.01 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.054.01, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 4.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price Designated Event Repurchase Price pursuant to this Section 3.05 4.01 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 4.01 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 4.01 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.054.01). Payment of the repurchase price Designated Event Repurchase Price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date.
Appears in 1 contract
Sources: Indenture (Sl Green Realty Corp)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may shall be no earlier than fifteen (15) calendar days and no later than thirty thirty-five (3035) calendar days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest Interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment dateInterest Payment Date, the Issuer shall pay the full amount of accrued and unpaid interestInterest, if any, on such interest payment date Interest Payment Date to the Holder of record at the close Close of business Business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give or cause to be given to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 3.06 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The the City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close Close of business Business on the second Business Day immediately prior to preceding the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Notecertificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary proceduresprocedures (if the Note is represented by a Global Note), (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Designated Event Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the later Designated Event Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to the Close of Business on the second Business Day immediately prior to the Designated Event Repurchase Date, and (xii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05)Note. Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer in compliance with applicable Depositary procedures or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase DateAgent.
Appears in 1 contract
Sources: Indenture (Kilroy Realty Corp)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateNotes, then each Noteholder shall have the right, at such Holderholder’s option, to require the Issuer Company to repurchase all of such Holderholder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a the date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier Company that is not less than fifteen twenty (1520) days Business Days and no later not more than thirty (30) days Business Days after the date of the Issuer Repurchase Designated Event Notice related to of such Designated Event, Event at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest Liquidated Damages thereon, if any, to, but excluding, the Designated Event Repurchase Date; provided, however, that if Date (the “ Designated Event Repurchase Price”). If such Designated Event Repurchase Date falls after a Record Date record date for the payment of Liquidated Damages and on or prior to the corresponding interest payment date, the Issuer Company shall instead pay the full amount of accrued and unpaid interest, if any, Liquidated Damages payable on such interest payment date to the Holder holder of record at on the close of business on the corresponding Record Daterecord date. Repurchases of Notes under this Section 16.02 shall be made, and at the repurchase price will be 100% option of the principal amount holder thereof, upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note prior to the close of business on the Designated Event Repurchase Date; and
(ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Designated Event Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery being a condition to receipt by the holder of the Repurchase Price therefor; provided that such Designated Event Repurchase Price shall be repurchasedso paid pursuant to this Section 16.02 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Repurchase Notice. Any purchase by the Company contemplated pursuant to the provisions of this Section 16.02 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Designated Event Repurchase Date and the time of the book-entry transfer or delivery of the Note. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Designated Event Repurchase Notice contemplated by this Section 16.02 shall have the right to withdraw such Designated Event Repurchase Notice at any time prior to the close of business on the Designated Event Repurchase Date by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 16.03 below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer Company shall give or cause to be given mail to all Holders holders of record on the date of the Notes a notice (the “Designated Event (and to beneficial owners as required by applicable lawNotice”) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to of the occurrence of such Designated EventEvent and of the repurchase right at the option of the holders arising as a result thereof. Such mailing shall be by first class mail. The Issuer Company shall also deliver a copy of the Issuer Repurchase Designated Event Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate cause a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence copy of such Designated Event Notice, or publish such a summary of the information contained therein, to be published once in The Wall Street Journal or another a newspaper of general circulation in The City of New York York. Concurrently with the mailing of any Designated Event Notice, the Company shall issue a press release announcing such Designated Event referred to in the Designated Event Notice, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Designated Event Notice or any proceedings for the repurchase of any Note that any Noteholder may elect to have the Company repurchase as provided in this Section 16.02. Each Designated Event Notice shall specify the circumstances constituting the Designated Event, the Designated Event Repurchase Date, the Designated Event Repurchase Price, that the holder must exercise the repurchase right on or prior to the close of business on the GuarantorDesignated Event Repurchase Date (the “Designated Event Expiration Time”), that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, a description of the procedure which a Noteholder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder’s website, Notes and the CUSIP number or through such other public medium as numbers of the Issuer shall deem appropriate at such timeNotes (if then generally in use) and include a form of Designated Event Repurchase Notice. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.0516.02.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05). Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date.
Appears in 1 contract
Sources: Indenture (Sepracor Inc /De/)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateNotes, then each Noteholder shall have the right, at such Holder’s holder's option, to require the Issuer Company to repurchase all of such Holder’s holder's Notes, or any portion thereof that is a an integral multiple of $1,000 principal amount, in cash, on a the date (the “"Designated Event Repurchase Date”") specified by the Issuer, which may be no earlier than fifteen (15) days and no later than Company that is thirty (30) days after the date of the Issuer Repurchase Designated Event Notice related to (as defined in Section 3.05(b)) of such Designated Event, Event at a cash repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest Interest, if any, to, but excluding, the Designated Event Repurchase Date; provided, however, provided that if the such Designated Event Repurchase Date falls after a Record Date record date and on or prior to the corresponding interest payment date, the Issuer shall pay the full amount of then accrued and unpaid interestInterest, if any, to, but excluding the Designated Event Repurchase Date shall be paid on such interest payment date to the Holder holders of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give or cause to be given to all Holders of record on the applicable record date instead of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of holders surrendering the Notes pursuant to for repurchase on such date. Repurchases of Notes under this Section 3.05.
(c) For a Note to 3.05 shall be repurchased made, at the option of the Holder pursuant to this Section 3.05(c)holder thereof, the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, upon:
(i) delivery to the Trustee (or other paying agent appointed by the Company) by a written holder of a duly completed notice of repurchase (the “"Designated Event Repurchase Notice”") in the form set forth on the reverse of the Note duly completed specifying (A) (if prior to the Note is certificated) the certificate number close of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of business on the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this IndentureExpiration Time; together with and
(ii) such Notes duly endorsed for transfer (if the Note if certificated) delivery or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note the Notes to the Paying Agent with, Trustee (or other paying agent appointed by the Company) at any time after delivery of, of the Designated Event Repurchase Notice (together with all necessary endorsements) at the office Corporate Trust Office of the Paying Agent shall be Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 5.02, such delivery being a condition to the receipt by the Holder holder of the repurchase price thereforetherefor; provided, however, provided that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes Note so delivered to the Paying Agent Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase The Company shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase purchase from the Holder holder thereof, pursuant to this Section 3.05, a portion of a Note, only if the principal amount of such portion is $1,000 or an integral a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase purchase of all of a Note also apply to the repurchase purchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased . Any purchase by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer Company contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder on holder promptly following the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided and the Holder has satisfied the conditions in this Section 3.05). Payment time of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, Note. Notwithstanding anything herein to the Paying Agent contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Designated Event Repurchase Notice contemplated by this Section 3.05 shall have the right to withdraw such Designated Event Repurchase Notice at any time prior to the close of business on the second Designated Event Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 3.05(c) below. The Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof.
(b) On or before the fifteenth day after the occurrence of a Designated Event, the Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed to all holders of record on the date of the Designated Event a notice (the "Designated Event Notice") of the occurrence of such Designated Event and of the repurchase right at the option of the holders arising as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.02 (without regard for the time limits set forth therein). If the Company shall give such notice, the Company shall also deliver a copy of the Designated Event Notice to the Trustee at such time as it is mailed to Noteholders. Concurrently with the mailing of any Designated Event Notice, the Company shall issue a press release announcing such Designated Event referred to in the Designated Event Notice, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Designated Event Notice or any proceedings for the repurchase of any Note which any Noteholder may elect to have the Company repurchase as provided in this Section 3.05. Each Designated Event Notice shall specify the circumstances constituting the Designated Event, the Designated Event Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the holder must exercise the repurchase right on or prior to the close of business on the Business Day immediately preceding the Designated Event Repurchase Date (the "Designated Event Expiration Time"), that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, a description of the procedure which a Noteholder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder's Notes, the amount of Interest accrued on each Note to the Designated Event Repurchase DateDate and the CUSIP number or numbers of the Notes (if then generally in use) and include a form of Designated Event Repurchase Notice. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
Appears in 1 contract
Sources: Indenture (Headwaters Inc)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateDebentures, then each Noteholder Debentureholder shall have the right, at such Holder’s holder's option, to require the Issuer Company to repurchase all of such Holder’s Notesholder's Debentures, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date designated by the Company (the “Designated Event Repurchase Date”"DESIGNATED EVENT REPURCHASE DATE") specified by the Issuer, which may be no earlier that is not less than fifteen twenty (1520) days and no later nor more than thirty thirty-five (3035) days Business Days after the date of the Issuer Repurchase Designated Event Notice related to (as defined in Section 3.05(b)) for such Designated EventEvent (or, if such day is not a Business Day, the next succeeding Business Day) at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest Interest to, but excluding, the Designated Event Repurchase Date; provided, howeverpayable in cash, that plus in the event the Designated Event occurs on or prior to November 20, 2011 and is (A) an event described in clause (1) or (2) of the definition of "Fundamental Change" or (B) a Termination of Trading, a Make-Whole Premium (if the any) payable in shares of Common Stock (or certain other consideration as described in Article 18) determined as set forth in Article 18. If such Designated Event Repurchase Date falls after a Record Date record date and on or prior to the corresponding interest payment date, then the Issuer shall pay the full amount of accrued and unpaid interest, if any, Interest payable on such interest payment date shall be paid to the Holder holders of record at of the close of business Debentures on the corresponding Record Date, and the repurchase price will be 100% applicable record date instead of the principal amount of holders surrendering the Notes to be repurchasedDebentures for repurchase.
(b) On or before the tenth calendar 20th day after the occurrence of a Designated Event, the Issuer Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall give agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be given mailed to all Holders holders of record on the date of the Designated Event a notice (the "DESIGNATED EVENT NOTICE") of the occurrence of such Designated Event and to beneficial owners of the repurchase right at the option of the holders arising as required by applicable law) an Issuer Repurchase Notice as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.07 with respect to 3.02 (without regard for the time limits set forth therein). If the Company shall give such Designated Event. The Issuer notice, the Company shall also deliver a copy of the Issuer Repurchase Designated Event Notice to the Trustee and the Paying Agent at such time as it is given mailed to NoteholdersDebentureholders. In addition to Concurrently with the giving mailing of such Issuer Repurchase any Designated Event Notice, the Issuer Company shall disseminate issue a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event referred to in the Designated Event Notice, the form and content of which press release shall be determined by the Company in its sole discretion, or (at the Company's sole election) the Company may publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, its website or through such other public medium as the Issuer Company shall deem appropriate use at such time. The failure to issue any such press release or otherwise publish such information or any defect therein shall not affect the validity of the Designated Event Notice or any proceedings for the repurchase of any Debenture that any Debentureholder may elect to have the Company repurchase as provided in this Section 3.05. Each Designated Event Notice shall specify the circumstances constituting the Designated Event, the Designated Event Repurchase Date, the price at which the Company shall be obligated to repurchase Debentures, that the holder must exercise the repurchase right on or prior to 5:00 p.m., New York City time, on the Business Day prior to the Designated Event Repurchase Date (the "DESIGNATED EVENT EXPIRATION TIME"), that the holder shall have the right to withdraw any Debentures surrendered prior to the Designated Event Expiration Time, if the Debentures are then convertible, that Debentures as to which an Option to Elect Repurchase Upon a Designated Event has been given may be converted only if the Option to Elect Repurchase Upon a Designated Event is withdrawn in accordance with the terms of this Indenture, a description of the procedure that a Debentureholder must follow to exercise such repurchase right and to withdraw any surrendered Debentures, the place or places where the holder is to surrender such holder's Debentures, the amount of Interest accrued and unpaid on each Debenture to the Designated Event Repurchase Date and the CUSIP number or numbers of the Debentures (if then generally in use). No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ Debentureholders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes Debentures pursuant to this Section 3.05.
(c) For a Note to Repurchases of Debentures under this Section 3.05 shall be repurchased made, at the option of the Holder pursuant to this Section 3.05(c)holder thereof, the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, upon:
(i) delivery to the Trustee (or other paying agent appointed by the Company) by a written holder of a duly completed and executed notice of repurchase (the “Designated Event Repurchase Notice”"OPTION TO ELECT REPURCHASE UPON A DESIGNATED EVENT") in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) the certificate number of the Note that the Holder will deliver Debenture prior to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this IndentureExpiration Time; together with and
(ii) such Notes duly endorsed for transfer (if the Note if certificated) delivery or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note the Debentures to the Paying Agent with, Trustee (or other paying agent appointed by the Company) at any time simultaneous with or after delivery of, of the Option to Elect Repurchase Upon a Designated Event Repurchase Notice (together with all necessary endorsements) at the office Corporate Trust Office of the Paying Agent shall be Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 6.02, such delivery being a condition to the receipt by the Holder holder of the repurchase price thereforetherefor; provided, however, provided that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes Debenture so delivered to the Paying Agent Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Option to Elect Repurchase Upon a Designated Event. The Company shall purchase from the holder thereof, pursuant to this Section 3.05, a portion of a Debenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Upon presentation of any Debenture repurchased in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Debentures presented. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Option to Elect Repurchase Upon a Designated Event contemplated by this Section 3.05 shall have the right to withdraw such Option to Elect Repurchase NoticeUpon a Designated Event at any time prior to the Designated Event Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 3.05(d) below. Debentures in respect of which an Option to Elect Repurchase Upon a Designated Event has been given by the holder thereof may not be converted pursuant to Article 17 hereof on or after the date of the delivery of such Option to Elect Repurchase Upon a Designated Event unless such Option to Elect Repurchase Upon a Designated Event has first been validly withdrawn. The Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option to Elect Repurchase Upon a Designated Event or written notice of withdrawal thereof. For a Debenture, other than a Global Debenture to be so repurchased at the option of the holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Debenture with the form entitled "Option to Elect Repurchase Upon a Designated Event" on the reverse thereof duly completed, together with such Debentures duly endorsed for transfer, on or before the Designated Event Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note Debenture for repurchase shall be determined by the IssuerCompany, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05). Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date.
Appears in 1 contract
Sources: Indenture (Gencorp Inc)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateNotes, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest (plus Additional Interest, if any) to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall will pay the full amount of accrued and unpaid interest, if any (plus Additional Interest, if any), on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth twentieth calendar day after the occurrence of a Designated Event, the Issuer shall give mail (or send by electronic transmission) or cause to be given mailed (or sent by electronic transmission) to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given mailed to Noteholders. In addition to the giving mailing of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Notecertificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary proceduresprocedures (if the Note is represented by a Global Note), (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price thereforetherefor; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Designated Event Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof.
(g) The Issuer may arrange for a third party to purchase the Notes (provided that the Trustee is so notified by the Issuer promptly) for which the Issuer receives a valid Designated Event Repurchase Notice that is not withdrawn, in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Notes under these circumstances, interest will continue to accrue on such Notes and such Notes will continue to be outstanding after the Designated Event Repurchase Date and will be fungible with all other Notes outstanding. The third party subsequently may resell such purchased Notes to other investors. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the later Designated Event Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date, and (xii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05)Note. Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase DateAgent.
Appears in 1 contract
Sources: Indenture (BioMed Realty Trust Inc)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event occurs at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holderholder’s option, to require the Issuer Company to repurchase all of such Holderholder’s Notes, Notes or any portion thereof that is a multiple of $1,000 principal amountamount (provided that the principal amount of any portion of such Note not purchased will be $2,000 or an integral multiple of $1,000 in excess thereof), in cash, for cash on a the date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier Company that is not less than fifteen twenty (1520) days and no later not more than thirty five (3035) calendar days after the date of the Issuer Repurchase Designated Event Company Notice related to such Designated Event, (as defined below) at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest thereon, if any, to, but excluding, the Designated Event Repurchase Date; provided, however, that if Date (unless the Designated Event Repurchase Date falls after is between a Record Date regular record date and on or prior to the corresponding interest payment dateInterest Payment Date, in which case the Issuer Designated Event Repurchase Price shall pay equal 100% of the full principal amount of thereof and the accrued and unpaid interest, if any, on such interest payment date shall be paid to the Holder holder of record on the regular record date) (the “Designated Event Repurchase Price”). Repurchases of Notes under this Section 14.01 shall be made, at the option of the holder thereof, upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note prior to the close of business on the corresponding Record Business Day immediately preceding the Designated Event Repurchase Date; and
(ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Designated Event Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, and such delivery being a condition to receipt by the repurchase price will holder of the Designated Event Repurchase Price therefor; provided that such Designated Event Repurchase Price shall be 100% so paid pursuant to this Section 14.01 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Repurchase Notice. The Designated Event Repurchase Notice shall state:
(A) if certificated, the certificate numbers of Notes to be delivered for repurchase;
(B) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof (provided that the principal amount of any portion of such Note not purchased will be $2,000 or an integral multiple of $1,000 in excess thereof), and
(C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture. Any purchase by the Company contemplated pursuant to the provisions of this Section 14.01 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Designated Event Repurchase Date and the time of the book-entry transfer or delivery of the Note. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 14.01(c). Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(b) On or before the tenth calendar 20th day after the occurrence effective date of a any Designated Event, the Issuer Company shall give or cause to be given provide to all Holders holders of record on the date of the Designated Event (Notes and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to a notice (the giving “Designated Event Company Notice”) of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or and of the repurchase right at the option of the holders arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with providing such Designated Event Company Notice, the Company shall publish such a notice containing the information in The Wall Street Journal or another newspaper of general circulation in The City of New York or included therein on the GuarantorCompany’s website, website or through such other public medium as the Issuer shall deem appropriate Company may use at such time. Each Designated Event Company Notice shall specify:
(i) the events causing the Designated Event and whether such Designated Event also constituted a Fundamental Change;
(ii) the date of the Designated Event;
(iii) the Designated Event Repurchase Date;
(iv) the Designated Event Repurchase Price;
(v) the name and address of the Paying Agent and the Conversion Agent;
(vi) if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(vii) if applicable, that the Notes with respect to which a Designated Event Repurchase Notice has been delivered by a holder may be converted only if the holder validly has withdrawn the Designated Event Repurchase Notice in accordance with the terms of the indenture;
(viii) that the holder must exercise the repurchase right on or prior to the close of business on the Business Day immediately preceding the Designated Event Repurchase Date, subject to extension to comply with applicable law (the “Designated Event Expiration Time”);
(ix) that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, and
(x) the procedures that holders must follow to require the Company to repurchase their Notes. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.0514.02.
(c) For A Designated Event Repurchase Notice may be withdrawn by means of a Note to be repurchased at the option written notice of the Holder pursuant to this Section 3.05(c), the Holder must deliver withdrawal delivered to the Paying Agent, Agent in accordance with the Designated Event Company Notice at any time prior to the close of business on the second Business Day immediately prior to preceding the Designated Event Repurchase Date, specifying:
(i) a written notice of repurchase (if certificated Notes have been issued, the “Designated Event Repurchase Notice”) in the form set forth on the reverse certificate numbers of the Note duly completed specifying withdrawn Notes,
(Aii) (if the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and
(iii) the Holder will deliver principal amount, if any, of such Note that remains subject to be repurchasedthe original Designated Event Repurchase Notice, which portion must be in principal amounts of $1,000 2,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price thereforeexcess thereof; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to are not in certificated form, the Paying Agent shall conform in all respects to notice must comply with appropriate procedures of the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the IssuerDepositary.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on On or prior to 11:00 a.m. (local time in The City of New York) on the relevant Designated Event Repurchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of money sufficient to repurchase on the Designated Event Repurchase Date (except in the case all of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify repurchased on such date at the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice Price. Subject to receipt of withdrawal thereof. Any repurchase funds by the Issuer contemplated pursuant Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn) prior to the provisions of this Section 3.05 shall Designated Event Expiration Time will be consummated by the delivery of the consideration to be received by the Holder on made promptly after the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder holder has satisfied the conditions in this Section 3.05). Payment to the payment of the Designated Event Repurchase Price in Section 14.02), and (y) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 14.01, by mailing checks for the amount payable to the holders of such Notes entitled thereto as they shall appear in the Note Register, provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Designated Event Repurchase Price.
(e) If the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer all the Notes or delivery of the Notes, together with necessary endorsements, portions thereof that are to the Paying Agent prior to the close of business be purchased on the second Business Day prior to the Designated Event Repurchase Date, then on and after the Designated Event Repurchase Date (i) such Notes validly tendered for purchase and not validly withdrawn will cease to be outstanding and interest will cease to accrue on such Notes, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, and (ii) all other rights of the holders of such Notes will terminate other than the right to receive the Designated Event Repurchase Price upon delivery of the Notes and previously accrued and unpaid interest upon delivery or transfer of the Notes.
(f) No Notes may be purchased at the option of Noteholders upon a Designated Event if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Designated Event Purchase Price of the Notes.
Appears in 1 contract
Sources: Indenture (Sandisk Corp)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may shall be no earlier than fifteen (15) calendar days and no later than thirty thirty-five (3035) calendar days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest Interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment dateInterest Payment Date, the Issuer shall pay the full amount of accrued and unpaid interestInterest, if any, on such interest payment date Interest Payment Date to the Holder of record at the close Close of business Business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth calendar day after Following the occurrence of a Designated Event, the Issuer shall shall, within ten calendar days after the effective date thereof, give or cause to be given to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 3.06 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The the City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close Close of business Business on the second Business Day immediately prior to preceding the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Notecertificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary proceduresprocedures (if the Note is represented by a Global Note), (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Designated Event Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the later Designated Event Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to the Close of Business on the second Business Day immediately prior to the Designated Event Repurchase Date, and (xii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05)Note. Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer in compliance with applicable Depositary procedures or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase DateAgent.
Appears in 1 contract
Sources: Indenture (Kilroy Realty Corp)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateNotes, then each Noteholder shall have the right, at such Holderholder’s option, to require the Issuer Company to repurchase all of such Holderholder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified to be selected by the Issuer, which may be no earlier Company that is not less than fifteen (15) days and no later 30 nor more than thirty (30) 60 days after the date of the Issuer Repurchase Designated Event Notice related to (as defined in Section 3.05(b)) of such Designated EventEvent (or, if such date is not a Business Day, the next succeeding Business Day) at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided, however, provided that if the such Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding is an interest payment date, then the Issuer shall pay the full amount of accrued and unpaid interest, if any, interest payable on such interest payment date shall be paid to the Holder holders of record at of the close of business Notes on the corresponding Record Dateapplicable record date instead of the holders surrendering the Notes for repurchase on such date. However, notwithstanding the foregoing, in the case of a Designated Event that is a Fundamental Change, Noteholders will not have the right to require the Company to repurchase any Notes under clauses (1) or (2) of the definition of a Fundamental Change (and the repurchase price Company will not be 100required to deliver the Designated Event Notice incidental thereto) if at least 90% of the consideration paid for the Company’s Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in a merger or consolidation constituting a Fundamental Change under clause (2) of the definition of a Fundamental Change consists of shares of capital stock or American Depositary Receipts in respect of shares of capital stock traded on the New York Stock Exchange or another U.S. national securities exchange or quoted on an established automated over-the-counter trading market in the United States (or will be so traded or quoted immediately following the completion of such merger or consolidation) and, as a result of the completion of such merger or consolidation, the Notes become convertible into such shares of such capital stock or such American Depositary Receipts. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the unrepurchased portion of the Notes to be repurchasedNote presented.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer Company or at its written request (which must be received by the Trustee at least five Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall give agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be given mailed to all Holders holders of record on the date of the Designated Event a notice (and to beneficial owners as required by applicable lawthe “Designated Event Notice”) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event and of the repurchase right at the option of the Noteholders arising as a result thereof. If the Trustee does not mail the Designated Event Notice to the holders of record, the Company shall also mail the Designated Event Notice to the Trustee on or publish before the tenth day after the occurrence of the Designated Event. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.02 (without regard for the time limits set forth therein). Concurrently with the mailing of any Designated Event Notice, the Company shall issue a press release announcing such information Designated Event referred to in the Designated Event Notice, the form and content of which press release shall be determined by the Company in its sole discretion. The Wall Street Journal failure to issue any such press release or another newspaper any defect therein shall not affect the validity of general circulation the Designated Event Notice or any proceedings for the repurchase of any Note which any Noteholder may elect to have the Company repurchase as provided in The City this Section 3.05. Each Designated Event Notice shall specify the circumstances constituting the Designated Event, the Designated Event Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the holder must exercise the repurchase right on or prior to the close of New York or business on the Guarantor’s websiteDesignated Event Repurchase Date (the “Designated Event Expiration Time”), that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, a description of the procedure which a Noteholder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the amount of interest accrued on each Note to (but excluding) the Designated Event Repurchase Date and the CUSIP number or through such other public medium as numbers of the Issuer shall deem appropriate at such timeNotes (if then generally in use). No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05). Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date.
Appears in 1 contract
Sources: Indenture (Agco Corp /De)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Designated Event Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase DateDate (the “Designated Event Repurchase Price”); provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price Designated Event Repurchase Price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth 20th calendar day after the occurrence of a Designated EventEvent (such date, the “Issuer Designated Event Repurchase Notice Date”), the Issuer shall give or cause to be given to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) a notice (an “Issuer Designated Event Repurchase Notice Notice”) as set forth in Section 3.07 4.02 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Designated Event Repurchase Notice to the Trustee Trustee, Exchange Agent and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Designated Event Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the GuarantorCompany’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.054.01.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c4.01(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if is certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price thereforeDesignated Event Repurchase Price therefor; provided, however, that such repurchase price Designated Event Repurchase Price shall be so paid pursuant to this Section 3.05 4.01 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee and Paying Agent may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.054.01, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 4.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price Designated Event Repurchase Price pursuant to this Section 3.05 4.01 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 4.01 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 4.01 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.054.01). Payment of the repurchase price Designated Event Repurchase Price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase ▇▇▇▇▇▇▇▇▇▇ Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date.
Appears in 1 contract
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateNotes, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer Company to repurchase all of such Holder’s Notes, or any portion thereof that is a an integral multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the IssuerCompany, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Company Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall Company will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer Company shall give mail or cause to be given mailed (or sent by electronic transmission) to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer a Company Repurchase Notice as set forth in Section 3.07 3.03 with respect to such Designated Event. The Issuer Company shall also deliver a copy of the Issuer Company Repurchase Notice to the Trustee and the Paying Agent at such time as it is given mailed to Noteholders. In addition to the giving mailing of such Issuer Company Repurchase Notice, the Issuer Company shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the GuarantorCompany’s website, or through such other public medium as the Issuer Company shall deem appropriate at such time. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.053.02.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c)3.02, the Holder must deliver to the Paying Agent, prior to the close of business 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Notecertificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary proceduresprocedures (if the Note is represented by a Global Note), (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes held by such Holder that are not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if is certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 3.02 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the IssuerCompany, whose determination shall be final and binding absent any manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The IssuerCompany, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.053.02, a portion of a Note, if the principal amount of such portion is $1,000 or an integral a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer Company pursuant to this Section 3.05 3.02 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Designated Event Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer Company in the payment of the repurchase price pursuant to this Section 3.05 3.02 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer Company of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer Company contemplated pursuant to the provisions of this Section 3.05 3.02 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the later Designated Event Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to 5:00 p.m., New York City time, on the second Business Day prior to the Designated Event Repurchase Date, and (xii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05)Note. Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase DateAgent.
Appears in 1 contract
Sources: Indenture (GLG Partners, Inc.)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase DateDate (the “Repurchase Price”); provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price Repurchase Price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give or cause to be given to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 3.06 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee Trustee, Exchange Agent and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the GuarantorCompany’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price Repurchase Price therefore; provided, however, that such repurchase price Repurchase Price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price Repurchase Price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05). Payment of the repurchase price Repurchase Price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date.
Appears in 1 contract
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateNotes, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a an integral multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give deliver or cause to be given delivered to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 3.06 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given delivered to Noteholders. In addition to the giving delivery of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s websiteweb site, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Notecertificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary proceduresprocedures (if the Note is represented by a Global Note), (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denominationintegral multiple of $1,000) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Designated Event Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof.
(g) The Issuer may arrange for a third party to purchase any Notes (provided that the Trustee is so notified by Issuer promptly) for which the Issuer receives a valid Designated Event Repurchase Notice that is not withdrawn, in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Notes under these circumstances, interest will continue to accrue on those Notes and such Notes will continue to be outstanding after the Designated Event Repurchase Date. The third party subsequently may resell such purchased Notes to other investors. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the later Designated Event Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date, and (xii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05)Note. Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase DateAgent.
Appears in 1 contract
Sources: Indenture (Pennsylvania Real Estate Investment Trust)
Repurchase at Option of Holders Upon a Designated Event. (a) For purposes of the Exchangeable Debentures, Section 10.1(a) of the Indenture is hereby replaced and superceded by the following and the following shall apply to the Exchangeable Debentures:
(a) If there shall occur a Designated Event at any time prior to the Maturity DateOctober 15, 2015, then each Noteholder Holder shall have the right, at such Holder’s option, to require the Issuer Company to repurchase all of such Holder’s NotesExchangeable Debentures, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the IssuerCompany, which may be no earlier than fifteen twenty (1520) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes Exchangeable Debentures being repurchased, plus accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding, the Designated Event Repurchase Date; provided. A “Designated Event” will be deemed to have occurred upon a Change in Control or a Termination in Trading.”
(b) For purposes of the Exchangeable Debentures, however, that if Section 10.1(b) of the Designated Event Repurchase Date falls after a Record Date Indenture is hereby replaced and on or prior superceded by the following and the following shall apply to the corresponding interest payment date, the Issuer shall pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.Exchangeable Debentures:
(b) On or before the tenth Thirty-Second calendar day after the occurrence of a Designated Event, the Issuer Company shall give mail or cause to be given mailed to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 5.03 of the Thirty-Second Supplemental Indenture with respect to such Designated Event. The Issuer Company shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given mailed to NoteholdersHolders. In addition to the giving mailing of such Issuer Repurchase Notice, the Issuer Company shall disseminate a press release through Dow J▇▇▇▇▇ & Company, Inc. or Bloomberg Business News or a substantially equivalent financial news organization announcing the occurrence of such the Designated Event or and publish such information in The Wall Street Journal or another a newspaper of general circulation in The City of New York York, or on the GuarantorHost REIT’s website, or through such other public medium as the Issuer Company shall deem appropriate at such time. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the NoteholdersHolders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes Exchangeable Debentures pursuant to this Section 3.0510.1(b).”
(c) For a Note to be repurchased at the option purposes of the Holder pursuant to this Exchangeable Debentures, Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse 10.1 of the Note duly completed specifying (A) (if Indenture is hereby supplemented by adding the Note is certificated) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05). Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date.following:
Appears in 1 contract
Sources: Supplemental Indenture (Host Hotels & Resorts, Inc.)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to the Maturity Datematurity of any series of Notes, then each Noteholder of such series shall have the right, at such Holderholder’s option, to require the Issuer Company to repurchase all of such Holderholder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a the date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier Company that is not less than fifteen twenty (1520) days Business Days and no later not more than thirty (30) days Business Days after the date of the Issuer Repurchase Designated Event Notice related to (as defined in Section 16.1(b)) of such Designated Event, Event at a repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest Liquidated Damages to, but excluding, the Designated Event Repurchase Date; providedDate (the “Repurchase Price”). Repurchases of Notes under this Section 16.1 shall be made, howeverat the option of the holder thereof, that if upon:
(i) delivery to the Trustee (or other paying agent appointed by the Company) by a holder of a duly completed notice (the “Designated Event Repurchase Date falls after a Record Date and Notice”) in the form set forth on or the reverse of the Note prior to the corresponding interest payment date, the Issuer shall pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Designated Event Repurchase Date, and the repurchase price will be 100% of the principal amount ; and
(ii) delivery or book-entry transfer of the Notes to the Trustee (or other paying agent appointed by the Company) at any time after delivery of the Designated Event Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan, such delivery being a condition to receipt by the holder of the Repurchase Price therefor; provided that such Repurchase Price shall be repurchasedso paid pursuant to this Section 16.1 only if the Note so delivered to the Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Repurchase Notice. Any purchase by the Company contemplated pursuant to the provisions of this Section 16.1 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Designated Event Repurchase Date and the time of the book-entry transfer or delivery of the Note. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Designated Event Repurchase Notice contemplated by this Section 16.1 shall have the right to withdraw such Designated Event Repurchase Notice at any time prior to the close of business on the Designated Event Repurchase Date by delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 16.1(c) below. The Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer Company or, at the written request of the Company, the Trustee, shall give mail or cause to be given mailed to all Holders holders of record on the date of the Notes a notice (the “Designated Event (and to beneficial owners as required by applicable lawNotice”) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to of the occurrence of such Designated EventEvent and of the repurchase right at the option of the holders arising as a result thereof. Such mailing shall be by first class mail. The Issuer Company shall also deliver a copy of the Issuer Repurchase Designated Event Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate cause a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence copy of such Designated Event Notice, or publish such a summary of the information contained therein, to be published once in The Wall Street Journal or another a newspaper of general circulation in The City of New York York. Concurrently with the mailing of any Designated Event Notice, the Company shall issue a press release announcing such Designated Event referred to in the Designated Event Notice, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Designated Event Notice or any proceedings for the repurchase of any Note that any Noteholder may elect to have the Company repurchase as provided in this Section 16.1. Each Designated Event Notice shall specify the circumstances constituting the Designated Event, the Designated Event Repurchase Date, the Repurchase Price, that the holder must exercise the repurchase right on or prior to the close of business on the GuarantorDesignated Event Repurchase Date (the “Designated Event Expiration Time”), that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, a description of the procedure which a Noteholder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder’s website, Notes and the CUSIP number or through such other public medium as numbers of the Issuer shall deem appropriate at such timeNotes (if then generally in use) and include a form of Designated Event Repurchase Notice. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.0516.1.
(c) For A Designated Event Repurchase Notice may be withdrawn by means of a Note written notice of withdrawal delivered to be repurchased at the option Corporate Trust Office of the Holder pursuant to this Section 3.05(c), Trustee (or other paying agent appointed by the Holder must deliver to Company) in accordance with the Paying Agent, Designated Event Repurchase Notice at any time prior to the close of business on the second Business Day immediately Designated Event Repurchase Date, specifying:
(i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Security,
(ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and
(iii) the principal amount, if any, of such Note that remains subject to the original Designated Event Repurchase Notice and that has been or will be delivered for purchase by the Company. A written notice of withdrawal of a Designated Event Repurchase Notice may be in the form set forth in the preceding paragraph or may be in the form of a conditional withdrawal contained in a Designated Event Repurchase Notice pursuant to the terms of Section 16.1(a).
(d) On or prior to the Designated Event Repurchase Date, the Company will deposit with the Trustee (i) a written notice of repurchase (or other paying agent appointed by the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (Company or if the Note Company is certificatedacting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal an amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject money sufficient to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of on the Designated Event Repurchase Date pursuant all of the Notes to be repurchased on such date at the terms and conditions specified in the Note and in this Indentureappropriate Repurchase Price; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (provided that if such Note payment is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, made on the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to must be received by the Holder Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. Subject to receipt of funds and/or Notes by the Trustee (or other paying agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn) prior to the Designated Event Expiration Time will be made promptly (but in no event more than two Business Days) following the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder holder has satisfied the conditions in this Section 3.05). Payment 16.1) and (y) the time of delivery of such Note to the Trustee (or other paying agent appointed by the Company) by the holder thereof in the manner required by Section 16.1) by mailing checks for the amount payable to the holders of such Notes entitled thereto as they shall appear in the Security Register, provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. If the Trustee (or other paying agent appointed by the Company) holds money sufficient to repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer all the Notes or delivery portions thereof that are to be purchased as of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date, then on or after the Designated Event Repurchase Date (i) such Notes will cease to be outstanding, (ii) Liquidated Damages, if any, will cease to accrue on such Notes, and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or paying agent, other than the right to receive the repurchase price upon delivery of the Notes.
Appears in 1 contract
Sources: Indenture (Sepracor Inc /De/)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to maturity of the Maturity DateNotes, then each Noteholder shall have the right, at such Holderholder’s option, to require the Issuer Company to repurchase all of such Holderholder’s Notes, or any portion thereof that is a an integral multiple of $1,000 principal amount, in cash, on a the date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than Company that is thirty (30) days after the date of the Issuer Repurchase Designated Event Notice related to (as defined in Section 3.05(b)) of such Designated Event, Event at a cash repurchase price equal to 100% of the principal amount of the Notes being repurchasedthereof, plus together with accrued and unpaid interest Interest, if any, to, but excluding, the Designated Event Repurchase Date; provided, however, provided that if the such Designated Event Repurchase Date falls after a Record Date record date and on or prior to the corresponding interest payment date, the Issuer shall pay the full amount of then accrued and unpaid interestInterest, if any, to, but excluding the Designated Event Repurchase Date shall be paid on such interest payment date to the Holder holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date. Repurchases of Notes under this Section 3.05 shall be made, at the option of the holder thereof, upon:
(i) delivery to the Trustee (or other paying agent appointed by the Company) by a holder of a duly completed notice (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note prior to the close of business on the corresponding Record DateDesignated Event Expiration Time; and
(ii) delivery or book-entry transfer of the Notes to the Trustee (or other paying agent appointed by the Company) at any time after delivery of the Designated Event Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other paying agent appointed by the Company) as provided in Section 4.02, and such delivery being a condition to receipt by the holder of the repurchase price will therefor; provided that such repurchase price shall be 100% so paid pursuant to this Section 3.05 only if the Note so delivered to the Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Repurchase Notice. The Company shall purchase from the holder thereof, pursuant to this Section 3.05, a portion of a Note, only if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the Notes purchase of all of a Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be repurchasedreceived by the holder promptly following the later of the Designated Event Repurchase Date and the time of the book-entry transfer or delivery of the Note. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Designated Event Repurchase Notice contemplated by this Section 3.05 shall have the right to withdraw such Designated Event Repurchase Notice at any time prior to the close of business on the Designated Event Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 3.05(c) below. The Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof.
(b) On or before the tenth calendar fifteenth day after the occurrence of a Designated Event, the Issuer Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall give agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall send or cause to be given sent to all Holders holders of record on the date of the Designated Event a notice (the “Designated Event Notice”) of the occurrence of such Designated Event and to beneficial owners of the repurchase right at the option of the holders arising as required by applicable law) an Issuer Repurchase Notice as a result thereof. Such notice shall be sent in the manner and with the effect set forth in the first paragraph of Section 3.07 with respect to 3.02 (without regard for the time limits set forth therein). If the Company shall give such Designated Event. The Issuer notice, the Company shall also deliver a copy of the Issuer Repurchase Designated Event Notice to the Trustee and the Paying Agent at such time as it is given sent to Noteholders. In addition to Concurrently with the giving sending of such Issuer Repurchase any Designated Event Notice, the Issuer Company shall disseminate issue a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event referred to in the Designated Event Notice, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or publish such information any defect therein shall not affect the validity of the Designated Event Notice or any proceedings for the repurchase of any Note which any Noteholder may elect to have the Company repurchase as provided in The Wall Street Journal this Section 3.05. Each Designated Event Notice shall specify the circumstances constituting the Designated Event, the Designated Event Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the holder must exercise the repurchase right on or another newspaper prior to the close of general circulation in The City of New York or business on the GuarantorBusiness Day immediately preceding the Designated Event Repurchase Date (the “Designated Event Expiration Time”), that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, a description of the procedure which a Noteholder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder’s websiteNotes, the amount of Interest accrued on each Note to the Designated Event Repurchase Date and the CUSIP number or through such other public medium as numbers of the Issuer shall deem appropriate at such timeNotes (if then generally in use) and include a form of Designated Event Repurchase Notice. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For A Designated Event Repurchase Notice may be withdrawn by means of a Note written notice of withdrawal delivered to be repurchased at the option office of the Holder pursuant to this Section 3.05(c), Trustee (or other paying agent appointed by the Holder must deliver to Company) in accordance with the Paying Agent, Designated Event Repurchase Notice at any time prior to the close Designated Event Expiration Time, specifying:
(i) the certificate number, if any, of business on the second Business Day immediately Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note,
(ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and
(iii) the principal amount, if any, of such Note which remains subject to the original Designated Event Repurchase Notice and which has been or will be delivered for purchase by the Company.
(d) On or prior to the Designated Event Repurchase Date, the Company will deposit with the Trustee (i) a written notice of repurchase (or other paying agent appointed by the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (Company or if the Note Company is certificatedacting as its own paying agent, set aside, segregate and hold in trust as provided in Section 4.04) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Note) that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal an amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject money sufficient to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of on the Designated Event Repurchase Date pursuant all the Notes to be repurchased on such date at the terms and conditions specified in the Note and in this Indenture; appropriate repurchase price, together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent withaccrued Interest to, or at any time after delivery ofbut excluding, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price thereforeDate; provided, however, provided that if such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in payment is made on the Designated Event Repurchase Notice. All questions as to the validityDate, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to must be received by the Holder Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. Subject to receipt of funds and/or Notes by the Trustee (or other paying agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn) prior to the Designated Event Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder holder has satisfied the conditions in this Section 3.05)) and (y) the time of delivery of such Note to the Trustee (or other paying agent appointed by the Company) by the holder thereof in the manner required by Section 3.05) by mailing checks for the amount payable to the holders of such Notes entitled thereto as they shall appear in the Note Register. Payment of If the Trustee (or other paying agent appointed by the Company) holds money sufficient to repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer all the Notes or delivery portions thereof that are to be purchased as of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date, then on or after the Designated Event Repurchase Date (i) the Notes will cease to be outstanding, (ii) Interest on the Notes will cease to accrue, and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or paying agent, other than the right to receive the repurchase price upon delivery of the Notes.
(e) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 14.07 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate Fair Market Value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Designated Event, including without limitation the applicable provisions of this Section 3.05 and the definitions of Common Stock and Designated Event, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).
(f) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act (including, without limitation, filing a Schedule TO or other schedule) to the extent then applicable in connection with the repurchase rights of the holders of Notes in the event of a Designated Event.
Appears in 1 contract
Sources: Indenture (Headwaters Inc)
Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, in cash, on a date (the “Designated Event Repurchase Date”) specified by the Issuer, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Issuer Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided, however, that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer shall pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.
(b) On or before the tenth calendar day after the occurrence of a Designated Event, the Issuer shall give or cause to be given to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such Designated Event. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is given to Noteholders. In addition to the giving of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Guarantor’s website, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.05.
(c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.05(c), the Holder must deliver to the Paying Agent, prior to the close of business on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “Designated Event Repurchase Notice”) in the form set forth on the reverse of the Note duly completed specifying (A) (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note that the Holder will deliver to be repurchased or (if the Note is represented by a Global Notecertificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary proceduresprocedures (if the Note is represented by a Global Note), (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Designated Event Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Designated Event Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Issuer.
(d) The Issuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.05, a portion of a Note, if the principal amount of such portion is $1,000 or an integral a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.05 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.05 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Designated Event Repurchase Notice or written notice of withdrawal thereof. Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 3.05 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the later Designated Event Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to the close of business on the second Business Day prior to the Designated Event Repurchase Date, and (xii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.05 and (y) the Designated Event Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in this Section 3.05)Note. Payment of the repurchase price on the Designated Event Repurchase Date for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the second Business Day prior to the Designated Event Repurchase DateAgent.
Appears in 1 contract
Sources: Indenture (First Industrial Lp)