Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, 15.02 and 15.03, as applicable, shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of (x) a duly completed notice substantially in the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and (ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor. (b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary procedures. (c) Notwithstanding anything herein to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes. (d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof. (e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 3 contracts
Sources: Indenture (Bloom Energy Corp), Indenture (Bloom Energy Corp), Indenture (Bloom Energy Corp)
Repurchase Procedures. (a) Repurchases Subject to the terms and conditions of Notes under Sections 15.01this Paragraph 5 and the LP Agreement, 15.02 and 15.03, as applicable, shall be made, at the an option of the Holder thereofPartnership to repurchase Vested Profits Interests (a “Repurchase Option”) may be exercised by delivery of written notice to Grantee. Promptly following such written notice, upon:
(i) delivery the Partnership shall repurchase from Grantee, and Grantee shall sell to the Paying Agent Partnership, those Vested Profits Interests subject to the Repurchase Option in exchange for the fair market value of such Vested Profits Interests as determined by a Holder of (x) a duly completed notice substantially the General Partner in the form of the Form of Specified Repurchase Date Notice good faith (the “Specified Repurchase Date NoticeFair Market Value”); provided, (y) a duly completed notice substantially in that if Grantee’s employment with the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”)Employer Group is terminated by Grantee without Good Reason, if the Notes are Physical Notesby Grantee’s employer for Cause, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notesupon a Grantee Non-Renewal then, in each case, on or before the close consideration payable by the Partnership to Grantee pursuant to an exercise by the Partnership of business on the Business Day immediately preceding (x) a Repurchase Option with respect to a repurchase pursuant to Section 15.01, the consummation Vested Profits Interests shall be 50% of the Qualified IPOFair Market Value. Grantee, by acceptance of the benefits of the provisions of this Paragraph 5, acknowledges and agrees that the consideration paid by the Partnership to Grantee may be paid by: (yi) with respect to delivery of a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) cashier’s check or (z) with respect to a repurchase pursuant to Section 15.03, the Change wire transfer of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicableimmediately available funds; and
(ii) delivery issuance of an unsecured subordinated note, bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate; (iii) from and after an IPO, issuance of common stock of the Notes, with respect to a repurchase pursuant to Section 15.01, prior IPO Entity (as such term is defined in the WME China LP Agreement); or (iv) by offsetting against any indebtedness or obligations for advanced or borrowed funds owed by Grantee to the close Employer Group; provided, that if the General Partner does not elect a method of business on the Business Day immediately preceding the Qualified IPOpayment, Grantee shall be paid in accordance with respect to a repurchase clause (i). In connection with any Repurchase Option, pursuant to Section 15.02to, prior and subject to the Fundamental Change Repurchase Expiration Time orterms and conditions of, with respect this Paragraph 5, Grantee shall take or cause to be taken all actions requested by the General Partner in order to expeditiously consummate such repurchase and any related transactions, including executing, acknowledging and delivering assignments, a repurchase pursuant to Section 15.03general release of the Employer Group, prior its Affiliates and related persons (in form and substance satisfactory to the Change Partnership) and other documents and instruments as may be reasonably requested and otherwise cooperating with the General Partner, and making customary representations and warranties, including as to due approval and ownership free and clear of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry liens and transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor.
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and
(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this IndentureVested Profits Interests. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary procedures.
(c) Notwithstanding anything herein in this Agreement to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
payment (d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the including payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as obligations underlying the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default aforementioned promissory note) by the Company Partnership for any Vested Profits Interests pursuant to an exercise of a Repurchase Option may be subject to certain conditions as determined by the General Partner in the payment of the Fundamental Change Repurchase Priceits sole discretion, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, including compliance by Grantee with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawncertain restrictive covenants.
Appears in 2 contracts
Sources: Profits Interest Award Agreement (Endeavor Group Holdings, Inc.), Profits Interest Award Agreement (Endeavor Group Holdings, Inc.)
Repurchase Procedures. The Investors may each elect to exercise the Repurchase Option to purchase up to their pro rata share (a) Repurchases determined based upon the number of Notes under Sections 15.01Common Shares held by such Investor), 15.02 and 15.03, as applicable, shall be made, at the option of the Holder thereof, upon:
(i) delivery to the Paying Agent by a Holder of (x) a duly completed delivering written notice substantially in the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Initial Repurchase Notice”) to the holder or holders of each class of Executive Stock, the Company and the other Investors, within 75 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 days of the date any such Employee Stock is issued or (zii) a duly completed notice substantially in the form case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date the Company and the Investors become aware of any such participation). To the extent that any of the Form Investors do not elect to repurchase their full allotment of Change Executive Stock, the other Investors shall be entitled to purchase all or any portion of Control Repurchase Notice the remaining Executive Stock by providing notice (the “Change of Control Supplemental Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in ) to each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (yi) with respect to a repurchase pursuant to Section 15.02, receipt of Initial Repurchase Notices from all of the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) Investors or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
(ii) delivery the expiration of the Notes75 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, with respect after giving effect to a repurchase the reoffer pursuant to Section 15.01the immediately preceding sentence, prior any portion of the Executive Stock is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery holder or holders of the Specified applicable Executive Stock within 10 business days of the expiration of the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Date NoticeNotices. Each Repurchase Notice will set forth the number of shares of each class of Executive Stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder’s shares of each such class of Executive Stock and the time and place for the closing of the transaction. If any shares of any class of Executive Stock are held by any transferees of Executive, the Fundamental Change Repurchase Notice or Investors and the Change of Control Repurchase NoticeCompany, as the case may be, (together with all necessary endorsements for transferwill purchase such shares of such class elected to be purchased from such holder(s) of Executive Stock, pro rata according to the number of shares of such class of Executive Stock held by such holder(s) at the Corporate Trust Office time of the Paying Agent, or delivery of such Repurchase Notice (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, determined as applicable, therefor.
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, nearly as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and
(iii) that the Notes are to be repurchased by the Company pursuant practicable to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary proceduresnearest share).
(c) Notwithstanding anything herein to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 2 contracts
Sources: Executive Stock Agreement (Broder Bros Co), Executive Stock Agreement (Broder Bros Co)
Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, 15.02 and 15.03, as applicable, a. Before WinSonic shall be madeentitled to exercise its Repurchase Rights, at the option of the Holder thereofWinSonic shall give written notice to ▇▇▇▇▇▇, upon:
(i) delivery to the Paying Agent by a Holder of (x) a duly completed notice in substantially in the form of the Form of Specified Repurchase Date Notice attached hereto as Exhibit A (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), if at least five business days prior to the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in effective date of each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a such repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration TimeDate”), as applicable; and
(ii) delivery of the Notes, with respect . WinSonic’s failure to provide a repurchase pursuant to Section 15.01, prior to the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor.
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and
(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary procedures.
(c) Notwithstanding anything herein to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the fifth business day preceding the expiration of the applicable monthly repurchase period specified in Section 1 above (as adjusted) shall, at the election of ▇▇▇▇▇▇ in her sole discretion, constitute an irrevocable waiver of WinSonic’s Repurchase Right with respect to the number of shares otherwise subject to such date Repurchase Right, and ▇▇▇▇▇▇ shall have no further obligation to provide such shares to WinSonic.
b. Following delivery of a Repurchase Notice pursuant to Section 2(a) hereof, (except i) ▇▇▇▇▇▇ shall tender to WinSonic’s counsel, a stock certificate or certificates for the number of shares of Common Stock specified in the case Repurchase Notice to Winsonic on or prior to the Repurchase Date and (ii) promptly upon receipt of an acceleration resulting from a Default such stock certificate(s) by the Company in the payment WinSonic’s counsel, who shall hold such certificate(s) until receipt of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified has been confirmed in writing by ▇▇▇▇▇▇, WinSonic shall pay to ▇▇▇▇▇▇ the Repurchase Date PricePrice for such Common Stock by transfer of immediately available funds to a bank account designated by ▇▇▇▇▇▇. Failure by WinSonic to initiate payment within three (3) business days of receipt of such certificate by WinSonic’s counsel shall, as at the case may be, election of ▇▇▇▇▇▇ be deemed an irrevocable waiver of the Repurchase Right with respect to such Notes). The Paying Agent will certificate(s) delivered to WinSonic’s counsel, and upon written notice to WinSonic and WinSonic’s counsel, WinSonic’s counsel shall promptly return such certificate(s) to ▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇ shall cooperate with WinSonic and provide WinSonic with additional documentation or information upon reasonable request in order to enable WinSonic to exercise the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawnRight granted hereunder.
Appears in 1 contract
Sources: Repurchase Rights Agreement (Winsonic Digital Media Group LTD)
Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, Section 15.02 and or Section 15.03, as applicable, shall be made, at the option of the Holder thereof, upon:
(i) delivery to the Paying Agent by a Holder of Holder, (x) a duly completed notice substantially in with respect to any Fundamental Change, on or before the form close of business on the Form of Specified Business Day immediately preceding the Fundamental Change Repurchase Date Notice (the “Specified Fundamental Change Repurchase Date NoticeExpiration Time”), (y) of a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (zy) with respect to any Change of Control, no later than the date that is at least three (3) calendar days prior to the expected effectiveness of such Change of Control (the “Change of Control Repurchase Expiration Time”), of a duly completed complete notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
(ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, be (together with all necessary endorsements for transfer) at the Corporate Trust Office of to the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor.
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and
(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary procedures.
(c) Notwithstanding anything herein to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 1 contract
Sources: Note Issuance Agreement (Northern Star Investment Corp. II)
Repurchase Procedures. To exercise your repurchase right, you must deliver a written notice to us of your exercise of such right (atogether with the Notes to be repurchased) Repurchases of Notes under Sections 15.01, 15.02 and 15.03, as applicable, shall be made, at the option of the Holder thereof, upon:
(i) delivery to the Paying Agent by a Holder of (x) a duly completed notice substantially in for an optional repurchase, not less than 90 days prior to the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), applicable repurchase date and (y) for a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (Event repurchase, no later than the “Change of Control Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
(ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to the close of business on the Business Day day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a date. The repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor.
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall notice must state:
(i) in the case of Physical Notes, : - the certificate numbers of the Notes to be delivered for repurchase;
(ii) ; - the portion of the principal amount of your Notes to be repurchased, which must be $1,000 (1.00 or if a PIK Payment has been made, $1.00) or an integral multiple whole multiples thereof; and
(iii) and - that the Notes are to be repurchased by the Company us pursuant to the applicable provisions of the Notes. The Notes and this Indenturesubmitted for repurchase must be $1.00 in principal amount or whole multiples thereof. If we receive one or more valid optional repurchase notices from holders representing at least 50% of the Notes are Global Notesthen outstanding, Holders must tender their Notes in accordance with appropriate Depositary procedures.
(c) Notwithstanding anything herein we will provide notice to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion holders of the principal amount thereof, as contemplated by this Article 15, Notes that have not submitted such a notice advising such holders of the repurchase date for such optional repurchase. Such holders shall have five business days to deliver a written notice to us, with the information described above, exercising their right to withdraw, participate in such repurchase. You may withdraw your repurchase notice in whole or in part, such notice part at any time prior toto 5:00 p.m., with respect to a repurchase pursuant to Section 15.01New York City time, the close of business on the Business Day business day immediately preceding the related Specified Repurchase Date, with respect to a applicable repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Timedate, by delivery of delivering a written notice of withdrawal to us. If a repurchase notice is given and withdrawn during that period, we will not be obligated to repurchase the Paying Agent in accordance with Section 15.04 hereof, Notes listed in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in repurchase notice. The withdrawal notice must state: - the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company certificate numbers of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if withdrawn Notes; - the principal amount of the Notes has been acceleratedwithdrawn Notes; and - the principal amount, and such acceleration has not been rescindedif any, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return which remains subject to the respective Holders thereof any Physical Notes held by it during the acceleration repurchase notice. If holders representing at least 50% of the Notes (except then outstanding deliver to us optional repurchase notices in the case manner described above, the subsequent withdrawal of one or more such repurchase notices by any such holders will have no effect on the repurchase exercise by any other holder that has delivered but not withdrawn an acceleration resulting from a Default by optional repurchase notice, even if the Company in the payment exercising holders as of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer repurchase date represent less than 50% of the Notes then outstanding; provided, that if all holders that have delivered an optional repurchase notice withdraw such notices in compliance with the procedures manner described above prior to 5:00 p.m., New York City time, on the business day immediately preceding the applicable repurchase date, such repurchase shall be cancelled and the one-time optional repurchase right of the Depositary holders of Notes shall not be deemed to have been cancelledexercised. Payment of the repurchase price for a Note for which a repurchase notice has been delivered and not withdrawn is conditioned upon delivery of the Notes, andtogether with necessary endorsements, upon such return or cancellationto us. Payment of the repurchase price for the Notes will be made promptly following the later of the repurchase date and the time of delivery of the Notes. If we hold on the repurchase date cash sufficient to pay the repurchase price of the Notes that holders have elected to require us to repurchase, then, as of the case may berepurchase date: - those Notes will cease to be outstanding and interest will cease to accrue, whether or not the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to Notes have been withdrawn.delivered to us; and - all other rights of the Notes holders will terminate, other than the right to receive the repurchase price and previously accrued and unpaid interest upon delivery or transfer of the Notes. CERTAIN COVENANTS LIMITATION ON RESTRICTED PAYMENTS Prior to [_], 2011 CBay will not directly or indirectly:
Appears in 1 contract
Sources: Stock Purchase Agreement (Koninklijke Philips Electronics Nv)
Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, 15.02 and 15.03, as applicable, shall be made, at the option of the Holder thereof, upon:
(i) delivery to the Paying Agent by a Holder of (x) a duly completed notice substantially in the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (zy) no later than the date that is at least three calendar days prior to the expected effectiveness of a Change of Control, of a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (zy) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
and (ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor).
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and
(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary procedures.
(c) Notwithstanding anything herein to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 1 contract
Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, 15.02 and 15.03, as applicable, shall be made, at the option of the Holder thereof, upon:
(i) delivery to the Paying Agent by a Holder of (x) a duly completed notice substantially in the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (zy) no later than the date that is at least three (3) calendar days prior to the expected effectiveness of a Change of Control, of a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (zy) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
(ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor.
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and
(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary procedures.
(c) Notwithstanding anything herein to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 1 contract
Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, 15.02 and 15.03, Except as applicable, shall be made, at the option of the Holder thereof, uponotherwise set forth in an effective Award Agreement:
(i) delivery If the Partnership desires to exercise its right to purchase Incentive Units pursuant to this Section 10.6, the Partnership shall deliver to the Paying Agent by Incentive Unitholder, within twelve (12) months after the termination of such Incentive Unitholder’s employment or service, a Holder of (x) a duly completed written notice substantially in the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially in specifying the form number of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
(ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor.
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and
(iii) that the Notes are Incentive Units to be repurchased by the Company pursuant to Partnership (the applicable provisions of “Repurchased Incentive Units”) and the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes purchase price therefor in accordance with appropriate Depositary proceduresSection 10.6(a).
(cii) Notwithstanding anything herein Each applicable Incentive Unitholder shall, at the closing of any purchase consummated pursuant to this Section 10.6, represent and warrant to the contraryPartnership that:
(A) such Incentive Unitholder has full right, any Holder electing title, and interest in and to require the Company Repurchased Incentive Units;
(B) such Incentive Unitholder has all the necessary power and authority and has taken all necessary action to repurchase for cash all of sell such Holder’s Notes, or any portion of the principal amount thereof, Repurchased Incentive Units as contemplated by this Article 15Section 10.6; and
(C) the Repurchased Incentive Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.
(iii) Subject to Section 10.6(d) below, shall have the right to withdraw, in whole or in part, such notice at closing of any time prior to, with respect to a repurchase sale of Repurchased Incentive Units pursuant to this Section 15.0110.6 shall take place no later than thirty (30) days following receipt by the Incentive Unitholder of the Repurchase Notice. Subject to the existence of any Delay Condition, the close Partnership shall pay the Repurchase Price for the Repurchased Incentive Units by (A) certified or official bank check, (B) wire transfer of business on immediately available funds, or (C) delivery of an unsecured promissory note issued by the Business Day immediately preceding Partnership (fully subordinated in right of payment and exercise of remedies to the related Specified Repurchase Datelenders’ rights under any Financing Document) that shall accrue interest at the then prime rate published in the Wall Street Journal at the time of such repurchase, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time which note shall be repaid annually for three years (or, with respect to if earlier, paid in full upon a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a Control). The Partnership shall give the Incentive Unitholder at least ten (10) days’ written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereofdate of closing, in which notice shall include the case method of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased payment selected by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawnPartnership.
Appears in 1 contract
Sources: Limited Partnership Agreement (Village Farms International, Inc.)
Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, 15.02 Section 14.01 and 15.0314.02, as applicable, shall be made, at the option of the Holder thereof, upon:
(i) delivery to the Paying Agent by a Holder of (x) a duly completed notice substantially in the form of the Form of Specified Fundamental Change Repurchase Date Notice (the “Specified Fundamental Change Repurchase Date Notice”), ) or (y) a duly completed notice substantially in the form of the Form of Fundamental Change Specified Repurchase Date Notice (the “Fundamental Change Specified Repurchase Notice”) or (z) a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Date Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, case on or before the close of business on the second Business Day immediately preceding the (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (zy) with respect to a repurchase pursuant to Section 15.03, the Change of Control applicable Specified Repurchase Date (the “Change of Control Specified Repurchase Date Expiration Time”), ,” as applicable; and
(ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) book-entry transfer of the Notes, if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt Depositary by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price Expiration Time or the Change of Control Repurchase PriceSpecified Purchase Date Expiration Time, as applicable, therefor.
(b) the case may be. The Fundamental Change Repurchase Notice, the Notice or Specified Repurchase Date Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and
(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. If ; provided, however, that if the Notes are Global Notes, Holders the Fundamental Change Repurchase Notice or Specified Repurchase Date Notice must tender their Notes in accordance comply with appropriate Depositary procedures.
(c) . Notwithstanding anything herein to the contrary, any Holder electing delivering to require the Company to repurchase for cash all of such Holder’s Notes, Paying Agent the Fundamental Change Repurchase Notice or any portion of the principal amount thereof, as contemplated by this Article 15, Specified Repurchase Date Notice shall have the right to withdraw, in whole or in part, such notice Fundamental Change Repurchase Notice or Specified Repurchase Date Notice, as the case may be, at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control or Specified Repurchase Date Expiration Time, as applicable, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes14.04.
(db) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Notice or Specified Repurchase Date Notice, Change of Control Repurchase Notice or written notice of withdrawal thereof.
(ec) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the a Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price Notice or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 1 contract
Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, 15.02 and 15.03, as applicable, Section 3.01 shall be made, at the option of the Holder thereof, upon:
(i) if the Notes to be repurchased are Physical Notes, delivery to the Paying Agent by a the Holder of (x) a duly completed notice substantially in the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially ), in the form of set forth in Attachment 2 to the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”)Note attached hereto as Exhibit A, if together with the Notes are Physical Notes, or in compliance with the Depositary’s procedures duly endorsed for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
(ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01transfer, prior to the close Close of business Business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time orDate, with respect to a repurchase pursuant to Section 15.03, prior to (the “Fundamental Change of Control Repurchase Expiration Time, as applicable, ”); and
(xii) if the Notes to be repurchased are Physical Global Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes transfer, in compliance with the procedures Applicable Procedures and the satisfaction of any other requirements of the DepositaryDepositary in connection with delivering beneficial interests in a Global Note for repurchase, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor.
(b) Expiration Time. The Fundamental Change Repurchase Notice, the Specified Repurchase Date repurchase Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notesif certificated, the certificate numbers of the Notes to be delivered for repurchasesuch Notes;
(ii) the portion of the principal amount of such Notes to be repurchased, which must be such that the principal amount of each Note that is not to be repurchased in full equals $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple of $1,000 in excess thereof; and
(iii) that the such Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary procedures.
(c) Notwithstanding anything herein to the contrarycontrary contained in this Article 3, any Holder electing to require the Company will not be required to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, give the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding to repurchase the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders as described in this Article 3 upon a Fundamental Change, Change pursuant to clause (2) of Control the definition thereof (or on a Fundamental Change pursuant to clause (2) which also results in a Fundamental Change pursuant to clause (1)) if (1) such Fundamental Change results in the Specified Repurchase Date, as applicable, if Notes becoming convertible (pursuant to the provisions of Section 4.07) into an amount of cash per $1,000 principal amount of Notes (which is a fixed aggregate amount of cash that is required to be delivered upon conversion under the Notes has been acceleratedsupplemental indenture for such Fundamental Change, and such acceleration has not been rescinded, on excluding any cash payable as a result of any Settlement Method Election or prior to such date (except cash paid in the case lieu of an acceleration resulting from a Default by the Company in the payment of fractional shares) that is greater than the Fundamental Change Repurchase Price, Change Price per $1,000 principal amount of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in assuming the case maximum amount of an acceleration resulting from a Default by accrued interest would be payable based on the Company in the payment of the latest possible Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as Date) and (2) the case may be, with respect to such Notes), or any instructions for book-entry transfer Company provides timely notice of the Holders’ right to convert their Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon based on such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawnas described above under Section 4.01(b)(iv).
Appears in 1 contract
Sources: Indenture (Lumentum Holdings Inc.)
Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, 15.02 and 15.03, as applicable, shall be made, at the option of the Holder thereof, upon:
(i) delivery to the Paying Agent by a Holder of (x) a duly completed notice substantially in the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (zy) no later than the date that is at least three calendar days prior to the expected effectiveness of a Change of Control, of a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (zy) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
and (ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor).
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state:
: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
; (ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple in excess thereof; and
and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary procedures.
(c) Agreement; Notwithstanding anything herein to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.0115.02, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the close of business on the third calendar day immediately preceding the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 1 contract
Repurchase Procedures. The Company may elect or decline to exercise --------------------- the Repurchase Option by delivering written notice (athe "Company Repurchase ------------------ Notice") Repurchases to the holder or holders of Notes under Sections 15.01, 15.02 and 15.03, as applicable, shall be made, at the option each class of the Holder thereofapplicable Executive ------ Stock, upon:
the ▇▇▇▇ Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders within the later of the one-year anniversary of this Agreement or 240 days after the applicable Repurchase Date. To the extent that after giving effect to the Company's option pursuant to the immediately preceding sentence any portion of the Executive Stock is not being repurchased by the Company, the ▇▇▇▇ Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders may elect or decline to exercise the Repurchase Option to purchase up to their pro rata share (determined based upon the number of shares of Class A Common and Class B Common held by each) by delivering written notice (the "Initial Repurchase Notice") to the Company, the holder or holders ------------------------- of Executive Stock and the other within the later of (i) delivery to the Paying Agent by a Holder of (x) a duly completed notice substantially in the form 10 business days after receipt of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Company Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
(ii) delivery the expiration of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to later of one-year anniversary of this Agreement or the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery expiration of the Specified 240 day period during which the Company was entitled to deliver the Company Repurchase Date Notice. To the extent that the ▇▇▇▇ Stockholders or the Bear ▇▇▇▇▇▇▇ Stockholders do not elect to repurchase their full allotment of the remaining Executive Stock, the other party shall be entitled to purchase all or any portion of the remaining Executive Stock by providing written notice (the "Supplemental Repurchase ----------------------- Notice" and together with the Initial Repurchase Notice and Company Repurchase Notice, a "Repurchase Notice") to each of the Fundamental Change parties receiving the Initial ----------------- Repurchase Notice or within ten business days of the Change expiration of Control the period during which the ▇▇▇▇ Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders were entitled to deliver the Initial Repurchase Notice. Each Repurchase Notice will set forth the number of shares of each class of Executive Stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder's shares of each such class of Executive Stock and the time and place for the closing of the transaction. If any shares of any class of Executive Stock are held by any transferees of Executive, the ▇▇▇▇ Stockholders, the Bear ▇▇▇▇▇▇▇ Stockholders and the Company, as the case may be, (together with all necessary endorsements for transferwill purchase such shares of such class elected to be purchased from such holder(s) of Executive Stock, pro rata according to the number of shares of such class of Executive Stock held by such holder(s) at the Corporate Trust Office time of the Paying Agent, or delivery of such Repurchase Notice (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, determined as applicable, therefor.
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, nearly as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and
(iii) that the Notes are to be repurchased by the Company pursuant practicable to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary proceduresnearest share).
(c) Notwithstanding anything herein to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 1 contract
Sources: Executive Stock Purchase Agreement (Microclock Inc)
Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, 15.02 and 15.03, as applicable, Section 3.01 shall be made, at the option of the Holder thereof, upon:
(i) if the Notes to be repurchased are Physical Notes, delivery to the Paying Agent by a the Holder of (x) a duly completed notice substantially in the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially ), in the form of set forth in Attachment 2 to the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”)Note attached hereto as Exhibit A, if together with the Notes are Physical Notes, or in compliance with the Depositary’s procedures duly endorsed for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
(ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01transfer, prior to the close Close of business Business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time orDate, with respect to a repurchase pursuant to Section 15.03, prior to (the “Fundamental Change of Control Repurchase Expiration Time, as applicable, ”); and
(xii) if the Notes to be repurchased are Physical Global Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes transfer, in compliance with the procedures Applicable Procedures and the satisfaction of any other requirements of the DepositaryDepositary in connection with delivering beneficial interests in a Global Note for repurchase, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor.
(b) Expiration Time. The Fundamental Change Repurchase Notice, the Specified Repurchase Date repurchase Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notesif certificated, the certificate numbers of the Notes to be delivered for repurchasesuch Notes;
(ii) the portion of the principal amount of such Notes to be repurchased, which must be such that the principal amount of each Note that is not to be repurchased in full equals $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple of $1,000 in excess thereof; and
(iii) that the such Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary procedures.
(c) Notwithstanding anything herein to the contrarycontrary contained in this Article 3, any Holder electing to require the Company will not be required to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, give the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding to repurchase the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders as described in this Article 3 upon a Fundamental Change, Change pursuant to clause (2) of Control the definition thereof (or on a Fundamental Change pursuant to clause (2) which also results in a Fundamental Change pursuant to clause (1)) if (1) such Fundamental Change results in the Specified Repurchase Date, as applicable, if Notes becoming convertible (pursuant to the provisions of Section 4.07) into an amount of cash per $1,000 principal amount of Notes (which is a fixed aggregate amount of cash that is required to be delivered upon conversion under the Notes has been acceleratedsupplemental indenture for such Fundamental Change, excluding any cash payable as a result of any forms and such acceleration has not been rescinded, on amounts of consideration or prior to such date (except cash paid in the case lieu of an acceleration resulting from a Default by the Company in the payment of fractional shares) that is greater than the Fundamental Change Repurchase Price, Change Price per $1,000 principal amount of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in assuming the case maximum amount of an acceleration resulting from a Default by accrued interest would be payable based on the Company in the payment of the latest possible Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as Date) and (2) the case may be, with respect to such Notes), or any instructions for book-entry transfer Company provides timely notice of the Holders’ right to convert their Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon based on such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawnas described above under Section 4.01(b)(iv).
Appears in 1 contract
Sources: Indenture (Lumentum Holdings Inc.)
Repurchase Procedures. (a) Repurchases Purchases of Notes under Sections 15.01, 15.02 and 15.03, as applicable, Section 3.01 shall be made, at the option of the Holder thereof, upon:
(i) if the Notes to be purchased are Physical Notes, delivery to the Paying Agent by a the Holder of (x) a duly completed notice substantially in the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Purchase Notice”), if in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, together with the Notes are Physical Notes, or in compliance with the Depositary’s procedures duly endorsed for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
(ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01transfer, prior to the close Close of business Business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time orPurchase Date, with respect to a repurchase pursuant to Section 15.03, prior to (the “Fundamental Change of Control Repurchase Expiration Time, as applicable, ”); and
(xii) if the Notes to be purchased are Physical Global Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes transfer, in compliance with the procedures Applicable Procedures and the satisfaction of any other requirements of the DepositaryDepositary in connection with delivering beneficial interests in a Global Note for purchase, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor.
(b) Expiration Time. The Fundamental Change Repurchase Notice, the Specified Repurchase Date Purchase Notice or the Change of Control Repurchase Notice, as applicable, in respect of any Notes to be repurchased purchased shall state:
(i) in the case of Physical Notesif certificated, the certificate numbers of the Notes to be delivered for repurchasesuch Notes;
(ii) the portion of the principal amount of such Notes to be repurchasedpurchased, which must be such that the principal amount of each Note that is not to be purchased in full equals $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple of $1,000 in excess thereof; and
(iii) that the such Notes are to be repurchased purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary procedures.
(c) Notwithstanding anything herein to the contrarycontrary contained in this Article 3, any Holder electing to require the Company will not be required to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, give the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Purchase Notice or notice of withdrawal thereof.
(e) Notwithstanding to repurchase the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders as described in this Article 3 upon a Fundamental Change, Change pursuant to clause (2) of Control the definition thereof (or on a Fundamental Change pursuant to clause (2) which also results in a Fundamental Change pursuant to clause (1)) if (1) such Fundamental Change results in the Specified Repurchase Date, as applicable, if Notes becoming convertible (pursuant to the provisions of Section 4.07) into an amount of cash per $1,000 principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of greater than the Fundamental Change Repurchase Price, Purchase Price per $1,000 principal amount of Notes (assuming the maximum amount of accrued interest would be payable based on the latest possible Fundamental Change of Control Repurchase Price or Specified Repurchase Date Price, as Purchase Date) and (2) the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration Company provides timely notice of the Holders’ right to convert their Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the based on such Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notesdescribed above under Section 4.01(b)(iv), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 1 contract
Sources: Indenture (Amicus Therapeutics Inc)
Repurchase Procedures. The Company may elect or decline to exercise --------------------- the Repurchase Option by delivering written notice (athe "Company Repurchase ------------------ Notice") Repurchases to the holder or holders of Notes under Sections 15.01, 15.02 and 15.03, as applicable, shall be made, at the option each class of the Holder thereofapplicable Consultant ------ Stock, upon:
the Bain Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders within the later of the one-year anniversary of this Agreement or 240 days after the applicable Repurchase Date. To the extent that after giving effect to the Company's option pursuant to the immediately preceding sentence any portion of the Consultant Stock is not being repurchased by the Company, the Bain Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders may elect or decline to exercise the Repurchase Option to purchase up to their pro rata share (determined based upon the number of shares of Class A Common and Class B Common held by each) by delivering written notice (the "Initial Repurchase Notice") to the Company, the holder or holders ------------------------- of Consultant Stock and the other within the later of (i) delivery to the Paying Agent by a Holder of (x) a duly completed notice substantially in the form 10 business days after receipt of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Company Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and
(ii) delivery the expiration of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to later of one-year anniversary of this Agreement or the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery expiration of the Specified 240 day period during which the Company was entitled to deliver the Company Repurchase Date Notice. To the extent that the Bain Stockholders or the Bear ▇▇▇▇▇▇▇ Stockholders do not elect to repurchase their full allotment of the remaining Consultant Stock, the other party shall be entitled to purchase all or any portion of the remaining Consultant Stock by providing written notice (the "Supplemental Repurchase ----------------------- Notice" and together with the Initial Repurchase Notice and Company Repurchase ------ Notice, a "Repurchase Notice") to each of the Fundamental Change parties receiving the Initial ----------------- Repurchase Notice or within ten business days of the Change expiration of Control the period during which the Bain Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders were entitled to deliver the Initial Repurchase Notice. Each Repurchase Notice will set forth the number of shares of each class of Consultant Stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder's shares of each such class of Consultant Stock and the time and place for the closing of the transaction. If any shares of any class of Consultant Stock are held by any transferees of Consultant, the Bain Stockholders, the Bear ▇▇▇▇▇▇▇ Stockholders and the Company, as the case may be, (together with all necessary endorsements for transferwill purchase such shares of such class elected to be purchased from such holder(s) of Consultant Stock, pro rata according to the number of shares of such class of Consultant Stock held by such holder(s) at the Corporate Trust Office time of the Paying Agent, or delivery of such Repurchase Notice (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, determined as applicable, therefor.
(b) The Fundamental Change Repurchase Notice, the Specified Repurchase Date Notice or the Change of Control Repurchase Notice, nearly as applicable, in respect of any Notes to be repurchased shall state:
(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;
(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof; and
(iii) that the Notes are to be repurchased by the Company pursuant practicable to the applicable provisions of the Notes and this Indenture. If the Notes are Global Notes, Holders must tender their Notes in accordance with appropriate Depositary proceduresnearest share).
(c) Notwithstanding anything herein to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.01, the close of business on the Business Day immediately preceding the related Specified Repurchase Date, with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof, in the case of Physical Notes, and in accordance with appropriate Depositary procedures, in the case of Global Notes.
(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Specified Repurchase Date Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change, Change of Control or on the Specified Repurchase Date, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, Change of Control Repurchase Price or Specified Repurchase Date Price, as the case may be, with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice, Change of Control Repurchase Price or Specified Repurchase Date Notice with respect thereto shall be deemed to have been withdrawn.
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