Purchase of Securities at Option of the Holder upon Change in Control.
Purchase of Securities at Option. OF HOLDER UPON A FUNDAMENTAL CHANGE At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple of $1,000 in excess thereof) of the Securities held by such Holder on a date, determined by the Company in its sole discretion, that is not less than 20 Business Days and not more than 30 Business Days after the occurrence of a Fundamental Change, at a purchase price equal to 100% of the principal amount thereof, together with any accrued interest up to, but excluding, the Fundamental Change Purchase Date, unless the Fundamental Change Purchase Date is after a Record Date and on or prior to the related Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid to Holders of the Securities as of the preceding Record Date and the Fundamental Change Purchase Price payable to any Holder surrendering such Holder’s Security for purchase pursuant to Article 3 of the Indenture shall be equal to the principal amount of Securities subject to purchase and will not include any accrued and unpaid interest. The Fundamental Change Purchase Price shall be payable in cash. The Holder shall have the right to withdraw any Fundamental Change Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Purchase Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture.
Purchase of Securities at Option of the Holder upon a Fundamental Change 16 Section 3.02. Effect of Fundamental Change Purchase Notice 20 Section 3.03. Deposit of Fundamental Change Purchase Price 21 Section 3.04. Securities Purchased in Part 21 Section 3.05. Repayment to the Company 22 Section 3.06. Compliance with Securities Laws upon Purchase of Securities 22 ARTICLE 4 CONVERSION 22 Section 4.01. Conversion Privilege 22 Section 4.02. Conversion Rate 22 Section 4.03. Conversion Procedure 24 Section 4.04. Taxes on Conversion 25 Section 4.05. Company to Provide Stock 25 Section 4.06. Adjustment of Conversion Rate 26 Section 4.07. No Adjustment 32 Section 4.08. Shareholder Rights Agreements 33 Section 4.09. Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege 33 Section 4.10. Other Adjustments 34 Section 4.11. Notice of Adjustment 34 Section 4.12. Trustee’s Disclaimer 34 Section 4.13. Settlement Upon Conversion 34 ARTICLE 5 COVENANTS 35 Page Section 5.01. Payment of Securities 35 Section 5.02. Reports and Certain Information 36 Section 5.03. Compliance Certificates 36 Section 5.04. Maintenance of Corporate Existence 36 Section 5.05. Stay, Extension and Usury Laws 36 Section 5.06. Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent and Conversion Agent 36 Section 5.07. Notice of Default 37 Section 5.08. Additional Interest Notice 37 ARTICLE 6 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 37 Section 6.01. Company May Consolidate, etc., Only on Certain Terms 37 Section 6.02. Successor Substituted 37 ARTICLE 7 DEFAULT AND REMEDIES 38 Section 7.01. Events of Default 38 Section 7.02. Acceleration 39 Section 7.03. Other Remedies 39 Section 7.04. Waiver of Defaults and Events of Default 40 Section 7.05. Control by Majority 40 Section 7.06. Limitations on Suits 40 Section 7.07. Rights of Holders to Receive Payment and to Convert 41 Section 7.08. Collection Suit by Trustee 41 Section 7.09. Trustee May File Proofs of Claim 41 Section 7.10. Priorities 41 Section 7.11. Undertaking for Costs 42 Section 7.12. Delay or Omission Not Waiver 42 ARTICLE 8 TRUSTEE 42 Section 8.01. Certain Duties and Responsibilities of Trustee 42 Section 8.02. Certain Rights of Trustee 43 Section 8.03. Trustee Not Responsible for Recitals or Issuance or Securities 45 Section 8.04. May Hold Securities 45 Section 8.05. Moneys Held in Trust 45 Section 8.06. Compensation and Reimbursement 45 Section 8.07. Reliance on Officers’ Certificate 46 Section 8.08. Disqualification: Co...
Purchase of Securities at Option of the Holder upon ------------------------------------------------------------------- Change in Control. (a) If on or prior to February 16, 2004 there shall have ----------------- occurred a Change in Control, all or a portion of the Securities of any Holder shall be purchased by the Company, at the option of such Holder, at a purchase price specified in paragraph 6 of the Securities (the "Change in Control Purchase Price"), as of a date that is no later than 35 Business Days after the occurrence of the Change in Control (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.09(c).
Purchase of Securities at Option. OF HOLDER OR UPON A FUNDAMENTAL CHANGE Subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase, at the option of the Holder, all or any portion of the Securities held by such Holder on February 15, 2019 and February 15, 2022 (each, a “Repurchase Date”) at a price equal to 100% of the Accreted Principal Amount of those Securities to be purchased, plus any accrued and unpaid interest, if any (including Additional Interest, if any), to, but excluding, such Repurchase Date (the “Repurchase Price”); provided, however, that any such accrued and unpaid interest (including Additional Interest, if any) will be paid not to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding Regular Record Date. On each Repurchase Date, the Company will purchase all Securities for which the Holder has delivered and not withdrawn a written purchase notice. To exercise such right, a Holder shall deliver to the Paying Agent a Repurchase Notice containing the information set forth in the Indenture, at any time from 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding such Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture. The Repurchase Price for Securities to be so repurchased must be paid in Cash. In the event any Fundamental Change shall occur, each Holder of Securities shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities (or portions thereof that are integral multiples of $1,000 in Original Principal Amount), on a date selected by the Company (the “Fundamental Change Repurchase Date”), which Fundamental Change Repurchase Date shall be no later than thirty five (35) calendar days, and no earlier than twenty (20) calendar days, after the date the Fundamental Change Company Notice is mailed in accordance with the Indenture, at a price, payable in Cash equal to 100% of the Accreted Principal Amount of the Securities (or portions thereof) to be so repurchased (the “Fundamental Change Repurchase Price”), plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date; provided, however, that if a Fundamental Change Repurchase Date falls after a Regular ...
Purchase of Securities at Option of the Holder. ------------------------------------------------------------
Purchase of Securities at Option of the Holder upon Change of Control. If a Change of Control occurs, Securities or any portion thereof that is an integral multiple $1,000 original principal amount shall be purchased by the Company, at the option of the Holder thereof, at a purchase price equal to 100% of the Accreted Principal Amount of such Securities as of the date that is 45 Business Days after the date of the Company Notice given by the Company in accordance with paragraph (b) below (the “Repurchase Date”), plus accrued and unpaid interest (including Stated Interest, Contingent Interest and Deferred Interest), if any, thereon up to but not including the Repurchase Date, payable in cash, plus, unless a Public Acquirer Change of Control occurs and the Company provides a Public Acquirer Change of Control Notice specified in Section 10.3(d), if such Change of Control occurs prior to March 6, 2007, the Conversion Make-Whole Premium, if any, payable in Common Stock (or the same form, and in the same proportion, of consideration into which Common Stock has been converted in connection with such Change of Control), determined pursuant to Section 10.14, (the “Change of Control Purchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(c).
Purchase of Securities at Option. OF THE HOLDER ON SPECIFIED DATES.
Purchase of Securities at Option of the Holder. (a)
Purchase of Securities at Option. OF HOLDER UPON A FUNDAMENTAL CHANGE At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple of $1,000 in excess thereof) of the Securities held by such Holder on the date that is 30 Business Days after the occurrence of a Fundamental Change (as defined in Section 3.01(a) of the First Supplemental Indenture), at a purchase price equal to 100% of the principal amount thereof, together with any accrued and unpaid interest up to, but excluding, the Fundamental Change Purchase Date (as defined in Section 3.01(a) of the First Supplemental Indenture), payable in cash. The Holder shall have the right to withdraw any Fundamental Change Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to 5:00 p.m. (New York City time) on the second Scheduled Trading Day next preceding the Fundamental Change Purchase Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture.
