Fundamental Change Payment definition
Examples of Fundamental Change Payment in a sentence
Upon the occurrence of a Fundamental Change, the Company shall make a Fundamental Change Offer to repurchase in cash all outstanding Notes at a price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest up to, but not including, the Fundamental Change Payment Date, such offer to be made as provided in the Indenture.
The Company will publicly announce the results of the Fundamental Change Offer on or as soon as practicable after the Fundamental Change Payment Date.
The Company shall require each Paying Agent (other than the Trustee, who hereby so agrees), to agree in writing that the Paying Agent will hold in trust for the benefit of holders of the Notes or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes or Fundamental Change Payment or Redemption Price with respect to the Notes, and will notify the Trustee of any default by the Company in respect of making any such payment.
The Company shall pay the principal of or premium, if any, and interest on, or Fundamental Change Payment or Redemption Price with respect to, the Notes on the dates and in the manner provided in the Notes.
Except in the case of a Default or Event of Default in payment of principal, premium, if any, or interest on (or Fundamental Change Payment or Redemption Price with respect to) any Note, the Trustee may withhold the notice if and so long as a trust committee of its officers in good faith determines that withholding the notice is in the interest of the holders of the Notes.
The Trustee (or other paying agent appointed by the Company) will promptly mail to each holder of Notes properly tendered the Fundamental Change Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof.
If any Holder converts its Note in connection with a Qualifying Fundamental Change, the Company will make a Qualifying Fundamental Change Payment as provided in the Indenture.
On the Fundamental Change Payment Date, the Company shall (a) accept for payment Notes or portions thereof tendered pursuant to the Fundamental Change Offer, (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company.
Notwithstanding the foregoing, if an Interest Make-Whole Payment is due in respect of converted Notes entitled to a Qualifying Fundamental Change Payment pursuant to this Section 9.03, the Holder of such Notes shall be entitled to receive the greater of the Interest Make-Whole Payment and such Qualifying Fundamental Change Payment, but not both, with respect to such converted Notes.
Except as set forth in this Section 9.03(c), for purposes of determining any cash payment to be made in respect of a Qualifying Fundamental Change Payment, each share of Freely Tradeable Common Stock will be valued at 95% of the Stock Price as determined in Section 9.03(b).