Change of Control Redemption. (i) In connection with a Change of Control described in Section 8(c)(i)(B), each Holder of Series B Preferred Stock shall have the right (exercisable at the Holder’s option) to require, by request in writing to the Corporation during the period starting 50 days prior to the consummation of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (such date of consummation, the “Change of Control Date”), that the Corporation redeem (or that the acquiring or surviving Person in such Change of Control, if not the Corporation, redeem) (a “Change of Control Redemption”) all, but not less than all, of such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at a purchase price (the “Make Whole Change of Control Redemption Price”) for any share of Series B Preferred Stock equal to (A) if the applicable Change of Control Redemption Date is prior to the fourth anniversary of the Original Issuance Date, the sum of (1) the Liquidation Preference plus the Accrued Dividends of such share as of the applicable Change of Control Redemption Date and (2) an amount equal to the net present value (computed using a discount rate equal to the Treasury Rate plus 50 basis points) of the sum of all Series B Preferred Stock Dividends that would otherwise be payable on such share of Series B Preferred Stock on and after the applicable Change of Control Redemption Date to and including the fourth anniversary of the Original Issuance Date, assuming the Corporation chose to pay such dividends in cash, or (B) if the applicable Change of Control Redemption Date is on or after the fourth anniversary of the Original Issuance Date, the sum of (1) the Liquidation Preference and (2) the Accrued Dividends of such share as of the applicable Change of Control Redemption Date. The Corporation shall effect such Change of Control Redemptions, or cause such Change of Control Redemptions to be effected, on the applicable Change of Control Dates.
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Samples: Amendment Agreement (Nci Building Systems Inc), Investment Agreement (Nci Building Systems Inc), Investment Agreement (Nci Building Systems Inc)
Change of Control Redemption. (i) In connection with a Change of Control described in Section 8(c)(i)(B), each Holder of Series B Preferred Stock shall have the right (exercisable at the Holder’s option) to require, by request in writing Subject to the Corporation during provisions of this Section 7, upon the period starting 50 days prior to the consummation occurrence of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (such date of consummation, the “Change of Control Date”), that the Corporation redeem (or that the acquiring or surviving Person in such a Change of Control, if not the CorporationCompany shall redeem, redeem) out of funds legally available therefor, all of the then-outstanding Shares of Series A Preferred Stock (a “Change of Control Redemption”) allfor a price per Share equal to the greater of: (i) the Liquidation Value for such Share, plus any unpaid accrued and accumulated dividends on such Share (whether or not declared) to, but not less than allexcluding, the Change of Control Redemption Date, and (ii) the payment that such Holder’s holders would have received had such holders, immediately prior to such Change of Control, converted such Shares then held by such holder into shares of Series B Preferred Stock, out of funds legally available therefor, Common Stock at a purchase price the applicable Conversion Price then in effect in accordance with Section 8.1 (the “Make Whole Change of Control Redemption Price”). In connection with a Change of Control, the Company shall provide written notice of the proposed Change of Control at least prior to the twentieth (20th) for any share Business Day prior to the date on which the Company anticipates consummating a Change of Series B Preferred Stock equal Control (or if later and subject to (A) if this Section 7.1, promptly after the applicable Company discovers that a Change of Control may occur). Any such Change of Control Redemption Date is prior to shall occur on the fourth anniversary date of consummation of the Original Issuance Date, Change of Control and in accordance with a written notice from the sum of Company (1) the Liquidation Preference plus the Accrued Dividends of such share as of the applicable “Change of Control Redemption Date and Notice”), which must be delivered by the Company at least five (25) an amount equal Business Days prior to the net present value (computed using a discount rate equal consummation of such Change of Control. In exchange for the surrender to the Treasury Rate plus 50 basis points) Company by the respective holders of the sum Shares of all Series B A Preferred Stock Dividends that would otherwise be payable of their certificate or certificates, if any, or an affidavit of loss, representing such Shares on such share of Series B Preferred Stock on and or after the applicable Change of Control Redemption Date to and including in accordance with Section 7.8 below, the fourth anniversary of the Original Issuance Date, assuming the Corporation chose to pay such dividends in cash, or (B) if the applicable Change of Control Redemption Date is on or after Price for the fourth anniversary Shares being redeemed shall be payable in cash by the Company in immediately available funds to the respective holders of the Original Issuance DateSeries A Preferred Stock, except to the sum of (1) extent prohibited by applicable Delaware law, and provided that the Liquidation Preference and (2) Company shall only be required to pay the Accrued Dividends of such share as of the applicable Change of Control Redemption Date. The Corporation shall effect such Change of Control RedemptionsPrice simultaneously with, or cause such Change immediately after, satisfaction of Control Redemptions all of the Company’s obligations under the Credit Facility (as defined in the Investment Agreement) or that would otherwise have been required to be effectedrepaid in accordance with the Credit Facility without giving effect to any waivers, on the applicable Change of Control Datesamendments or modifications thereof.
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Change of Control Redemption. (i) In connection with Subject to the provisions of this Section 7, upon the occurrence of a Change of Control described in Section 8(c)(i)(B)Control, each Holder the Company shall redeem, out of funds legally available therefor, all of the then-outstanding Shares of Series B Preferred Stock shall have the right (exercisable at the Holder’s option) to require, by request in writing to the Corporation during the period starting 50 days prior to the consummation of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (such date of consummation, the “Change of Control Date”), that the Corporation redeem (or that the acquiring or surviving Person in such Change of Control, if not the Corporation, redeem) (a “Change of Control Redemption”) allfor a price per Share equal to the greater of: (i) the Liquidation Value for such Share, plus any unpaid accrued and accumulated dividends on such Share (whether or not declared) to, but not less than allexcluding, the Change of Control Redemption Date, and (ii) the payment that such Holder’s holders would have received had such holders, immediately prior to such Change of Control, converted such Shares then held by such holder into shares of Series B Preferred Stock, out of funds legally available therefor, Common Stock at a purchase price the applicable Conversion Price then in effect in accordance with Section 8.1 (the “Make Whole Change of Control Redemption Price”). In connection with a Change of Control, the Company shall provide written notice of the proposed Change of Control at least prior to the twentieth (20th) Business Day prior to the date on which the Company anticipates consummating a Change of Control (or if later and subject to this Section 7.1, promptly after the Company discovers that a Change of Control may occur). Any such Change of Control Redemption shall occur on the date of consummation of the Change of Control and in accordance with a written notice from the Company (the “Change of Control Redemption Notice”), which must be delivered by the Company at least five (5) Business Days prior to the consummation of such Change of Control. In exchange for any share the surrender to the Company by the respective holders of Shares of Series B Preferred Stock equal to (A) of their certificate or certificates, if the applicable Change any, or an affidavit of Control Redemption Date is prior to the fourth anniversary of the Original Issuance Dateloss, the sum of (1) the Liquidation Preference plus the Accrued Dividends of representing such share as of the applicable Change of Control Redemption Date and (2) an amount equal to the net present value (computed using a discount rate equal to the Treasury Rate plus 50 basis points) of the sum of all Series B Preferred Stock Dividends that would otherwise be payable Shares on such share of Series B Preferred Stock on and or after the applicable Change of Control Redemption Date to and including in accordance with Section 7.8 below, the fourth anniversary of the Original Issuance Date, assuming the Corporation chose to pay such dividends in cash, or (B) if the applicable Change of Control Redemption Date is on or after Price for the fourth anniversary Shares being redeemed shall be payable in cash by the Company in immediately available funds to the respective holders of the Original Issuance DateSeries B Preferred Stock, except to the sum of (1) extent prohibited by applicable Delaware law, and provided that the Liquidation Preference and (2) Company shall only be required to pay the Accrued Dividends of such share as of the applicable Change of Control Redemption Date. The Corporation shall effect such Change of Control RedemptionsPrice simultaneously with, or cause such Change immediately after, satisfaction of Control Redemptions all of the Company’s obligations under the Credit Facility (as defined in the Investment Agreement) or that would otherwise have been required to be effectedrepaid in accordance with the Credit Facility without giving effect to any waivers, on the applicable Change of Control Datesamendments or modifications thereof.
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Change of Control Redemption. (i) In connection with If Change of Control Put Option is specified in the relevant Final Terms as being applicable and a Change of Control described in Section 8(c)(i)(B)Put Event occurs, the holder of each Holder of Series B Preferred Stock shall Note will have the right option (exercisable at the Holder’s option) to require, by request in writing to the Corporation during the period starting 50 days unless prior to the consummation giving of such the relevant Change of Control and ending Put Event Notice the Issuer has given notice of redemption under Condition 10(b) (Redemption for tax reasons) or 10(c) (Redemption at the option of the Issuer), if applicable) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the date that is 10 days prior to the consummation of such Change of Control (such date of consummation, the “Optional Redemption Date at its Change of Control Date”), that Optional Redemption Amount together with interest accrued to (but excluding) the Corporation redeem (or that the acquiring or surviving Person in such Change of Control, if not the Corporation, redeem) (a “Change of Control Redemption”) allOptional Redemption Date. Promptly upon, but not less than alland in any event within 14 days after, of such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at the Issuer becoming aware that a purchase price (the “Make Whole Change of Control Redemption Price”Put Event has occurred the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall, (subject in each case to the Trustee being indemnified and/or secured to its satisfaction) for any share of Series B Preferred Stock equal to (A) if give the applicable Change of Control Redemption Date is prior Put Event Notice to the fourth anniversary of Noteholders. To exercise the Original Issuance Date, the sum of (1) the Liquidation Preference plus the Accrued Dividends of such share as of the applicable Change of Control Put Option, the holder of the Note must deliver such Note to the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the Change of Control Put Period, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (an “Exercise Notice”). The Note should be delivered together with all Coupons appertaining thereto maturing after the Change of Control Optional Redemption Date and (2) Date, failing which the Paying Agent will require payment from or on behalf of the Noteholder of an amount equal to the net present face value (computed using a discount rate equal of any such missing Coupon. Any amount so paid will be reimbursed by the Paying Agent to the Treasury Rate plus 50 basis points) Noteholder against presentation and surrender of the sum relevant missing Coupon (or any replacement issued therefor pursuant to Condition 15 (Replacement of all Series B Preferred Stock Dividends that Notes and Coupons)) at any time after such payment, but before the expiry of the period of ten years from the date on which such Coupon would otherwise be payable on such share have become due, but not thereafter. If the Note is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption or, as the case may be, purchase of Series B Preferred Stock on and after a Note under this Condition 10(f) the applicable holder of the Note must, within the Change of Control Redemption Date Put Period, give notice to the Principal Paying Agent of such exercise in accordance with the standard procedures of Euroclear and including Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary for them to the fourth anniversary Principal Paying Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from 74 time to time. The Paying Agent to which such Note and Exercise Notice are delivered will issue to the Noteholder concerned a non-transferable receipt in respect of the Original Issuance DateNote so delivered or, assuming in the Corporation chose to pay such dividends case of a Note held through Euroclear and/or Clearstream, Luxembourg, notice received. Payment in cashrespect of any Note so delivered will be made, or (B) if the applicable holder duly specified a bank account in the Exercise Notice to which payment is to be made, on the Change of Control Optional Redemption Date is by transfer to that bank account and, in every other case, on or after the fourth anniversary of the Original Issuance Date, the sum of (1) the Liquidation Preference and (2) the Accrued Dividends of such share as of the applicable Change of Control Optional Redemption DateDate against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. For the purposes of these Conditions, receipts issued pursuant to this Condition 10(f) shall be treated as if they were Notes. The Corporation Issuer shall effect such redeem or purchase (or procure the purchase of) the Notes in respect of which the Change of Control Redemptions, or cause such Put Option has been validly exercised in accordance with the provisions of this Condition 10(f) on the Change of Control Redemptions Optional Redemption Date unless previously redeemed (or purchased) and cancelled. Any Exercise Notice, once given, shall be irrevocable except where prior to be effected, on the applicable Change of Control Dates.Optional Redemption Date an Event of Default shall have occurred and the Trustee shall have accelerated the Notes, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Exercise Notice and instead to treat its Notes as being forthwith due and payable pursuant to Condition 13. If 80 per cent. or more in principal amount of the Notes then outstanding have been redeemed or purchased pursuant to this Condition 10(f), the Issuer may, on giving not less than 30 nor more than 60 days’ notice to the Noteholders (such notice being given within 30 days after the Change of Control Optional Redemption Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at their principal amount, together with interest accrued to (but excluding) the date fixed for such redemption or purchase. If the rating designations employed by any Rating Agency are changed from those which are described in paragraph (ii) of the definition of “Change of Control Put Event”, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine, with the agreement of the Trustee, the rating designations of such Rating Agency or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of the relevant Rating Agency and this Condition 10(f) shall be construed accordingly. The Trustee is under no obligation to ascertain whether a Change of Control Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control has occurred, or to seek any confirmation from any Rating Agency pursuant to the definition of Negative Rating Event below, and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Change of Control Put Event or Change of Control or other such event has occurred. 75
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