Common use of Asset Sale Offer Clause in Contracts

Asset Sale Offer. To the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Asset Sale or Event of Loss are not applied as described in the respective paragraphs set forth above on or prior to the last day (the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), the Issuer will make an offer to purchase Notes (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Issuer will purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, that principal amount of Notes to be purchased equal to such unapplied Net Cash Proceeds. The offer to purchase Notes pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Issuer may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 3.9 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 3.9, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Issuer shall mail to each Holder an Asset Sale Offer Notice, with a copy to the Trustee and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to purchase the Notes as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is mailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. On the Asset Sale Offer Payment Date, the Issuer will, to the extent lawful:

Asset Sale Offer. To If the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Company determines to make an Asset Sale Offer, the Company shall promptly mail (with notice to the Trustee) or Event of Loss are not applied as described shall cause the Trustee to promptly mail (in the respective paragraphs Company's name and at its expense) notice of an Asset Sale Offer to each Holder of Securities as set forth above in Section 3.3(b). The Asset Sale Offer shall be deemed to have commenced on the date of such mailing and shall terminate 30 days after its commencement unless a longer offering period is required by law (the "Asset Sale Offer Period"). On or prior to the last day (fifth Business Day following the “termination of the Asset Sale Offer Trigger Period (the "Asset Sale Payment Date”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply"), the Issuer will make an offer Company shall purchase, or cause the Trustee to purchase Notes (the “Asset Sale Offer”)purchase, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedand mail or deliver payment for, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Issuer will purchase pursuant to an Asset Sale Offer from all tendering Holders as selected on a pro rata basisbasis (unless such method is otherwise prohibited, that principal amount of Notes in which case the Securities to be purchased equal to shall be selected by lot, with such unapplied Net Cash Proceeds. The offer to purchase Notes adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased, or in such other manner as the Trustee shall deem fair and equitable) from Holders tendering their Securities pursuant to the Asset Sale Offer, the amount of Securities required to be purchased pursuant to Section 4.11. If the Asset Sale Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest will be paid to the person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Sale Offer. Any Asset Sale Offer must shall be conducted in compliance with applicable tender offer rules, including Section 14(e) of the Exchange Act and Rule 14e-1 thereunder. On or before any Asset Sale Payment Date, the Company, to the extent lawful, shall (i) accept for payment, as selected on a pro rata basis (unless such method is otherwise prohibited, in which case the Securities to be purchased shall be selected by lot, with such adjustment as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased, or in such other manner as the Trustee shall deem fair and equitable), Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) if the Company appoints a depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to pay the purchase price (including all accrued interest on the purchased Securities) of all Securities or portions thereof so accepted, (iii) deliver or cause the depositary or Paying Agent to deliver to the Trustee Securities so accepted and (iv) deliver an Officers' Certificate identifying the Securities or portions thereof accepted for payment by the Company in accordance with the terms of this Section 3.8. The depositary, the Paying Agent or the Company, as the case may be, promptly shall mail or deliver to each tendering Holder an amount equal to the purchase price (including all accrued interest on the purchased Securities) of the Securities tendered by such Holder and accepted by the Company for purchase, and the Trustee promptly shall authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted promptly shall be mailed within 20 Business Days or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer Trigger on the Asset Sale Payment Date. The Issuer mayOther than as specifically provided in this Section 3.8, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal any offer to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required purchase Securities pursuant to this Section 3.9 3.8 shall be made in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event other provisions of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 3.9, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Issuer shall mail to each Holder an Asset Sale Offer Notice, with a copy to the Trustee and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to purchase the Notes as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is mailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. On the Asset Sale Offer Payment Date, the Issuer will, to the extent lawful:Indenture.

Asset Sale Offer. To (i)If the extent all or a portion of the Company and its Restricted Subsidiaries receive Net Cash Proceeds from Asset Sales of more than $2,500,000 in excess of the Asset Sale Threshold (such excess Net Cash Proceeds, the “Excess Proceeds” and such initial event and the closing date of each subsequent Asset Sale thereafter, an “Asset Sale Trigger”), the Company will make an offer (an “Asset Sale Offer”) to all Holders to repurchase Notes for an amount of cash equal to 50.00% of such Excess Proceeds (excluding, for the avoidance of doubt, any Net Cash Proceeds previously applied to the repurchase of any Asset Sale, Collateral Notes pursuant to any preceding Asset Sale or Event of Loss are not applied as described in the respective paragraphs set forth above on or prior to the last day Offer) (the “Asset Sale Offer Trigger DateConsideration Amount”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), on the Issuer will make an offer to purchase Notes date (the “Asset Sale OfferOffer Repurchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of such Asset Sale Trigger, at a repurchase price per Note equal to 100.00% of the principal amount thereof, plus accrued and unpaid interest, if any, plus any remaining amounts that would be owed to, but excluding, the Maturity Date (the “Asset Sale Offer Repurchase Price”), at unless the Asset Sale Offer Repurchase Date falls after a purchase price Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and ​ unpaid interest (to, but excluding, such Interest Payment Date) to the Holder of record of such Note as of such Regular Record Date, and the Asset Sale Offer Repurchase Price shall be equal to 100100.00% of the principal amount of the Notes such Note to be purchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Issuer will purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, that principal amount of Notes to be purchased equal to such unapplied Net Cash Proceeds. The offer to purchase Notes pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Issuer may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required repurchased pursuant to this Section 3.9 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale4.13(c), Collateral Asset Sale or Event of Loss plus any remaining amounts that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 3.9would be owed to, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Datebut excluding, the Issuer shall mail to each Holder an Asset Sale Offer Notice, with a copy to the Trustee and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to purchase the Notes as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is mailed, other than as may be required by law (the “Asset Sale Offer Payment Maturity Date”). Upon receiving an Asset Sale Offer Notice, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. On the Asset Sale Offer Payment Date, the Issuer will, to the extent lawful:.

Asset Sale Offer. To If the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Company determines to make an Asset Sale Offer, the Company shall promptly mail (with notice to the Trustee) or Event of Loss are not applied as described shall cause the Trustee to promptly mail (in the respective paragraphs Company's name and at its expense) notice of an Asset Sale Offer to each Holder of Securities as set forth above in Section 3.3(b). The Asset Sale Offer shall be deemed to have commenced on the date of such mailing and shall terminate 30 days after its commencement unless a longer offering period is required by law (the "Asset Sale Offer Period"). On or prior to the last day (fifth Business Day following the “termination of the Asset Sale Offer Trigger Period (the "Asset Sale Payment Date”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply"), the Issuer will make an offer Company shall purchase, or cause the Trustee to purchase Notes purchase, and mail or deliver payment for, as selected by lot (with such adjustments as may be deemed appropriate by the “Asset Sale Offer”Company so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased), at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Issuer will purchase pursuant to an Asset Sale Offer from all Holders tendering Holders on a pro rata basis, that principal amount of Notes to be purchased equal to such unapplied Net Cash Proceeds. The offer to purchase Notes their Securities pursuant to the Asset Sale Offer, the amount of Securities required to be purchased pursuant to Section 4.8. If the Asset Sale Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest will be paid to the person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Sale Offer. Any Asset Sale Offer must shall be conducted in compliance with applicable tender offer rules, including Section 14(e) of the Exchange Act and Rule 14e-1 thereunder. On or before any Asset Sale Payment Date, the Company, to the extent lawful, shall (i) accept for payment, as selected by lot (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased), Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) if the Company appoints a depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to pay the purchase price (including all accrued interest on the purchased Securities) of all Securities or portions thereof so accepted, (iii) deliver or cause the depositary or Paying Agent to deliver to the Trustee Securities so accepted and (iv) deliver an Officers' Certificate identifying the Securities or portions thereof accepted for payment by the Company in accordance with the terms of this Section 3.8. The depositary, the Paying Agent or the Company, as the case may be, promptly shall mail or deliver to each tendering Holder an amount equal to the purchase price (including all accrued interest on the purchased Securities) of the Securities tendered by such Holder and accepted by the Company for purchase, and the Trustee promptly shall authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted promptly shall be mailed within 20 Business Days or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer Trigger on the Asset Sale Payment Date. The Issuer mayOther than as specifically provided in this Section 3.8, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal any offer to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required purchase Securities pursuant to this Section 3.9 3.8 shall be made in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event other provisions of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 3.9, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Issuer shall mail to each Holder an Asset Sale Offer Notice, with a copy to the Trustee and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to purchase the Notes as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is mailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. On the Asset Sale Offer Payment Date, the Issuer will, to the extent lawful:Indenture.

Asset Sale Offer. To (i) Notwithstanding anything to the extent contrary in this Indenture, at any time when the aggregate Net Proceeds to the Company and its Subsidiaries from Asset Sales exceeds $15,000,000 (such initial event and the closing date of each subsequent Asset Sale thereafter, an “Asset Sale Trigger”), the Company will make an offer (an “Asset Sale Offer”) to all or a portion Holders to repurchase Notes for an amount of cash equal to 20% of such Net Proceeds (excluding, for the avoidance of doubt, any Net Cash Proceeds previously applied to the repurchase of any Asset Sale, Collateral Notes pursuant to any preceding Asset Sale or Event of Loss are not applied as described in the respective paragraphs set forth above on or prior to the last day Offer) (the “Asset Sale Offer Trigger DateConsideration Amount”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), on the Issuer will make an offer to purchase Notes date (the “Asset Sale OfferOffer Repurchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of such Asset Sale Trigger, at a repurchase price per Note equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus any remaining amounts that would be owed to, but excluding, the Maturity Date (the “Asset Sale Offer Repurchase Price”), at unless the Asset Sale Offer Repurchase Date falls after a purchase price Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to the Holder of record of such Note as of such Regular Record Date, and the Asset Sale Offer Repurchase Price shall be equal to 100% of the principal amount of the Notes such Note to be purchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Issuer will purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, that principal amount of Notes to be purchased equal to such unapplied Net Cash Proceeds. The offer to purchase Notes pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Issuer may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required repurchased pursuant to this Section 3.9 in accordance with the 4.17(c). The Asset Sale Offer Trigger Repurchase Date for shall be subject to postponement in order to allow the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds Company to exceed $10 million. Pending application in accordance comply with this Section 3.9, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Issuer shall mail to each Holder an Asset Sale Offer Notice, with a copy to the Trustee and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to purchase the Notes as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is mailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. On the Asset Sale Offer Payment Date, the Issuer will, to the extent lawful:applicable law.

Asset Sale Offer. To (i) Notwithstanding anything to the extent contrary in this Indenture, at any time when the aggregate Net Proceeds to the Company and its Subsidiaries from Asset Sales exceeds $15,000,000 (such initial event and the closing date of each subsequent Asset Sale thereafterreceive Net Proceeds in connection with an Asset Sale (other than in connection with the Cloudbreak Sale) (such event, an “Asset Sale Trigger”), the Company will make an offer (an “Asset Sale Offer”) to all or a portion Holders to repurchase Notes for an amount of cash equal to 20100% of such Net Proceeds (excluding, for the avoidance of doubt, any Net Cash Proceeds previously applied to the repurchase of any Asset Sale, Collateral Notes pursuant to any preceding Asset Sale or Event of Loss are not applied as described in the respective paragraphs set forth above on or prior to the last day Offer) (the “Asset Sale Offer Trigger DateConsideration Amount”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), on the Issuer will make an offer to purchase Notes date (the “Asset Sale OfferOffer Repurchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of such Asset Sale Trigger, at a repurchase price per Note equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus any remaining amounts that would be owed to, but excluding, the Maturity Date (the “Asset Sale Offer Repurchase Price”), at unless the Asset Sale Offer Repurchase Date falls after a purchase price Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to the Holder of record of such Note as of such Regular Record Date, and the Asset Sale Offer Repurchase Price shall be equal to 100% of the principal amount of the Notes such Note to be purchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Issuer will purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, that principal amount of Notes to be purchased equal to such unapplied Net Cash Proceeds. The offer to purchase Notes pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Issuer may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required repurchased pursuant to this Section 3.9 in accordance with the 4.17(c). The Asset Sale Offer Trigger Repurchase Date for shall be subject to postponement in order to allow the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds Company to exceed $10 million. Pending application in accordance comply with this Section 3.9, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Issuer shall mail to each Holder an Asset Sale Offer Notice, with a copy to the Trustee and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to purchase the Notes as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is mailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. On the Asset Sale Offer Payment Date, the Issuer will, to the extent lawful:applicable law.