Change of Control Triggering Event. If a Change of Control Triggering Event occurs with respect to any series of notes, each holder of notes of such series will have the right to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of such series pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased to, but not including, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer will send a notice (the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture and described in such notice. Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:
Appears in 1 contract
Change of Control Triggering Event. If a Change of Control Triggering Event occurs (as defined below) occurs, unless the Company has previously or concurrently exercised its right to redeem the Notes upon the occurrence of specified events involving taxation as described in Section 1108 of the Base Indenture or the Company has previously or concurrently delivered an unconditional (or conditional solely with respect to any series the applicable Change of notesControl Triggering Event) redemption notice with respect to all of the outstanding Notes as described in Section 3.01 of the Supplemental Indenture, each holder of notes of such series will have Holders may require the right to require Issuer Company to repurchase all or any part (equal to $2,000 £100,000 or an integral multiple of $1,000£1,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to a Change of Control Offer on an offer (the terms set forth in the indenture. In the “Change of Control Offer, Issuer will offer a Change ”) of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes the Notes repurchased plus accrued and but unpaid interest interest, if any, on the notes repurchased Notes repurchased, to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer the Company will send (i) deliver a notice (the “Change of Control Offer”) to each holder Holder of notes to which the Notes, electronically or by first class mail at the address of such Change Holder appearing in the security register or otherwise in accordance with the procedures of Control Triggering Event applies and the trustee Euroclear or Clearstream, describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Indenture and described in such noticenotice and (ii) if at the time of such notice the Notes are listed on the Irish Stock Exchange, or any other securities exchange, and admitted for trading on the Global Exchange Market of the Irish Stock Exchange, to the extent the rules of the Irish Stock Exchange or such other securities exchange so require, cause a notice of the Change of Control Offer to be published in a leading newspaper of general circulation in Ireland or, to the extent and in a manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange (▇▇▇.▇▇▇.▇▇) or through other methods permitted by such rules. Issuer will The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and any other securities laws laws, rules and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customaryconflicts. On the Change of Control Payment Date, Issuer the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee or its Authenticating Agent 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of £100,000 or an integral multiple of £1,000 in excess thereof. The Company will not be required to make Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. If at the time of any such Change of Control Triggering Event, the Notes are listed on the Irish Stock Exchange or any other securities exchange, to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will notify the Irish Stock Exchange or such other securities exchange, as applicable, that a Change of Control Triggering Event has occurred and any relevant details relating to such Change of Control Triggering Event. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect occurs, unless the Company has previously or concurrently exercised its right to any series redeem all of notesthe Notes as provided in Section 3.7, each holder Holder of notes of such series Notes will have the right to require Issuer the Company to repurchase all or any part (equal to $2,000 U.S.$2,000 or an integral multiple of $1,000U.S.$1,000 in excess thereof) of that holderHolder’s notes of such series Notes pursuant to a the offer described below (the “Change of Control Offer on the terms set forth in the indentureOffer”). In the Change of Control Offer, Issuer the Company will offer a payment (the “Change of Control Payment Payment”) in cash equal to 101% of the aggregate principal amount of notes Notes to be repurchased plus accrued and unpaid interest on the notes repurchased thereon, if any, to, but not including, the date of purchase, purchase (subject to the rights right of holders Holders of notes record on the relevant record date to receive interest due on the relevant interest payment date for periods an Interest Payment Date that is on or prior to such repurchase the date (the “Change of Control Payment”purchase). Within Except as provided in Section 4.10(g) below, within 30 days following any Change of Control Triggering Event, Issuer the Company will send a notice (the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee Holder describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”), which date will be no earlier than 15 days nor later than 60 days from the date such notice is sent, pursuant to the procedures required by the indenture this Indenture and described in such notice. Issuer The Company will comply with the requirements of Rule 14e-1 under the Applicable Securities Exchange Act of 1934, as amended (the “Exchange Act”) Legislation and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of Section 4.10, the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this covenant by virtue of the Company’s compliance with such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. securities laws or regulations.
(b) On the Change of Control Payment Date, Issuer the Company will, to the extent lawful:: 78 US-DOCS\113440289.2 10018285.2
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.
(c) The Paying Agent will promptly send (or cause to be transferred through the facilities of the Depositary) to each Holder of Notes so tendered and not withdrawn the Change of Control Payment for such tendered Notes, with such payments to be made through the facilities of the Depositary for all Notes in global form, and the Trustee, upon receipt of a Company Order, will promptly authenticate and send (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, by such Holder; provided that each such new Note will be in a principal amount of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof.
(d) If the Change of Control Payment Date is after the taking of a record of the Holders on a record date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered on such record date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(e) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(f) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control Triggering Event will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if: (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (2) a notice of redemption for all outstanding Notes has been given in accordance with this Indenture, unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation of any publicly announced Change of Control or Change of Control Triggering Event, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(h) A Change of Control Offer or Alternate Offer may be made in advance of a Change of Control or Change of Control Triggering Event, and conditioned upon the occurrence of a Change of Control or Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer or Alternate Offer. US-DOCS\113440289.2 10018285.2
(i) In the event that upon consummation of a Change of Control Offer or Alternate Offer, less than 10% of the aggregate principal amount of the Notes (including Additional Notes, if any) remain outstanding, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of purchase). Any redemption pursuant to this Section 4.10(i) shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.
(j) The Company’s obligation to make a Change of Control Offer pursuant to this Section 4.10 may be waived, modified or terminated with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to the occurrence of such Change of Control Triggering Event.
Appears in 1 contract
Sources: Indenture (Baytex Energy Corp.)
Change of Control Triggering Event. If a Change of Control Triggering Event occurs (as defined below) occurs, unless the Company has previously or concurrently (i) delivered an unconditional (or conditional solely with respect to any series the consummation of notesthe applicable Change of Control Triggering Event) redemption notice with respect to all the outstanding Notes as described in Section 3.01 of the Supplemental Indenture or (ii) sent a redemption notice with respect to all the outstanding Notes as described under “Redemption for Tax Reasons” below, each holder of notes of such series will have Holders may require the right to require Issuer Company to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $1,000€1,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to an offer (a Change of Control Offer on the terms set forth in the indenture. In the “Change of Control Offer, Issuer will offer a Change ”) of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes the Notes repurchased plus accrued and but unpaid interest interest, if any, on the notes repurchased Notes repurchased, to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer except to the extent the Company has exercised its right to redeem all the outstanding Notes as described in Section 3.01 of the Supplemental Indenture or under “Redemption for Tax Reasons” below, the Company will send deliver a notice (the “Change of Control Offer”) to each holder Holder of notes to which the Notes, electronically or by first class mail at the address of such Change Holder appearing in the security register or otherwise in accordance with the procedures of Control Triggering Event applies Euroclear and the trustee Clearstream, describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Indenture and described in such notice. Issuer will The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and any other securities laws laws, rules and regulations thereunder to the extent those laws laws, rules and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws laws, rules or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws laws, rules and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customaryconflicts. On the Change of Control Payment Date, Issuer the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make the Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption (as described above) of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 3.01 of the Supplemental Indenture or under “Redemption for Tax Reasons” below, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control (as defined below) at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 1 contract
Sources: Thirteenth Supplemental Indenture (Kraft Heinz Foods Co)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any either series of notesthe Notes, each holder of notes of unless the Company shall have redeemed such series will have of the right to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of such series pursuant to a Change of Control Offer on the terms Notes in full, as set forth in Section 1.3 or 1.4 of this Supplemental Indenture or the indenture. In Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer, Issuer will offer ”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a Change of Control Payment repurchase price in cash equal to 101% of the aggregate principal amount of notes the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest interest, if any, on the notes Notes to be repurchased up to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer will send a notice (shall be delivered to the “Change Holders of Control Offer”) to each holder Notes of notes to which such Change of Control Triggering Event applies and the trustee series describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on either series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the procedures required by Notes and the indenture Indenture.
(b) On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:
(i) accept for payment all Notes or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and described (3) that the Change of Control Offer has been made in such noticecompliance with the Indenture. Issuer will The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.5, the Change of Control Triggering Event provisions of the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 1.5 by virtue of any such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:conflict.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. If (a) Upon the occurrence of a Change of Control Triggering Event occurs with respect to any series of notesEvent, each holder of notes of such series will Holder shall have the right to require that the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holderpurchase such Holder’s notes of such series pursuant to Notes at a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Issuer will offer a Change of Control Payment purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of notes repurchased purchase plus accrued and unpaid interest on the notes repurchased tointerest, but not includingif any, to the date of purchase, purchase (subject to the rights right of holders Holders of notes record on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date date), in accordance with the terms contemplated in Section 4.01(b) of this Supplemental Indenture.
(the “Change of Control Payment”). b) Within 30 days following any Change of Control Triggering Event, unless the Issuer will send has exercised its option to redeem all the Notes pursuant to paragraph 5 of the Notes, the Issuer shall mail (or deliver by electronic transmission in accordance with the applicable procedures of the Depositary) a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that a Change of Control Triggering Event has occurred and that such Holder has the right to each holder require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of notes the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to which the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
(2) the circumstances that constitute such Change of Control Triggering Event applies and Event;
(3) the trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series on the Change of Control Payment Date specified in the notice, purchase date (which date will shall be no earlier than 10 30 days and no nor later than 60 days from the date such notice is sent sent); and
(4) the “instructions, as determined by the Issuer, consistent with this Section 4.01, that a Holder must follow in order to have its Notes purchased.
(c) Holders electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly executed, to the Trustee for cancellation at the address specified in the notice at least three Business Days prior to the purchase date. Notes held in book entry form shall be delivered in accordance with the Depositary’s procedures. Holders will be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his or her election to have such Note purchased.
(d) On the purchase date, all Notes purchased by the Issuer under this Section 4.01 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.
(e) Notwithstanding the foregoing provisions of this Section 4.01, the Issuer shall not be required to make a Change of Control Payment Date”)Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, pursuant to at the procedures required by the indenture times and described otherwise in such notice. Issuer will comply compliance with the requirements set forth in this Section 4.01 applicable to a Change of Rule 14e-1 Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or if the Securities Exchange Act Issuer has exercised its option to redeem all the Notes pursuant to paragraph 5 of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder Notes. Notwithstanding anything to the extent those laws and regulations are applicable contrary herein, a Change of Control Offer may be made in connection with the repurchase of the notes as a result advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of such Change of Control Offer.
(f) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this Section 4.01. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 4.01, the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.01 by virtue of its compliance with such securities laws or regulations.
(g) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in connection with a Change of Control Offer and the Issuer, or any third party approved in writing by the Issuer making a Change of Control Offer in lieu of the Issuer in accordance with this Section 4.01, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, given that such notice is not given more than 30 days following the purchase pursuant to the Change of Control Triggering Event provisions of Offer, to redeem (with respect to the indenture by virtue of such compliance. In connection with the tender of any notes Issuer) or purchase (with respect to a Change of Control Triggering Event, third party) all Notes that remain outstanding following such purchase on a date (the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the “Second Change of Control Payment Date”) at a purchase price equal to 101% of the principal amount thereof, Issuer willplus accrued and unpaid interest, to if any, to, but excluding, the extent lawful:Second Change of Control Payment Date.
Appears in 1 contract
Change of Control Triggering Event. If a Change of Control Triggering Event occurs with respect to any series of notes, each holder of notes of such series will have the right to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of such series pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest interest, if any, on the notes repurchased to, but not including, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer will send a notice (the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture and described in such notice. Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:
Appears in 1 contract
Change of Control Triggering Event. If a Change of Control Triggering Event occurs (as defined below) occurs, unless the Company has previously or concurrently delivered an unconditional (or conditional solely with respect to any series the consummation of notesthe applicable Change of Control Triggering Event) redemption notice with respect to all the outstanding Notes as described in Section 3.01 of the Supplemental Indenture, each holder of notes of such series will have Holders may require the right to require Issuer Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to an offer (a Change of Control Offer on the terms set forth in the indenture. In the “Change of Control Offer, Issuer will offer a Change ”) of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes the Notes repurchased plus accrued and but unpaid interest interest, if any, on the notes repurchased Notes repurchased, to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer except to the extent the Company has exercised its right to redeem all the outstanding Notes as described in Section 3.01 of the Supplemental Indenture, the Company will send deliver a notice (the “Change of Control Offer”) to each holder Holder of notes to which the Notes, electronically or by first class mail at the address of such Change Holder appearing in the security register or otherwise in accordance with the procedures of Control Triggering Event applies and the trustee Depositary, describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Indenture and described in such notice. Issuer will The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and any other securities laws laws, rules and regulations thereunder to the extent those laws laws, rules and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws laws, rules or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws laws, rules and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customaryconflicts. On the Change of Control Payment Date, Issuer the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption (as described above) of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 3.01 of the Supplemental Indenture, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control (as defined below) at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 1 contract
Sources: Twelfth Supplemental Indenture (Kraft Heinz Foods Co)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any series the Notes, unless the Company has exercised its option to redeem the Notes, the Company shall be required to make an offer (the “Change of notesControl Offer”) to each Holder of the then outstanding Notes, each holder of notes of such series will have the right to require Issuer to repurchase all or any part (equal to $2,000 €1,000 or an integral multiple of $1,000thereof) of that holderHolder’s notes of such series pursuant to a Change of Control Offer Notes on the terms set forth herein and in the indentureNotes, provided that a Holder tendering Notes for repurchase only in part must retain not less than €100,000 aggregate principal amount of Notes. In the Change of Control Offer, Issuer will the Company shall be required to offer a Change of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes repurchased Notes repurchased, plus accrued and unpaid interest interest, if any, on the notes Notes repurchased to, but not including, to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventEvent or, Issuer will send at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail to Holders of the Notes, and furnish the Trustee with a copy thereof, a notice (the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee describing the transaction that constitutes or transactions and identify the ratings decline that together may constitute the Change of Control Triggering Event and Event, offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will shall be no earlier than 10 30 days and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”), setting forth the instructions determined by the Company, consistent with the provisions of this Section 3.3, that a Holder must follow in order to have its Notes purchased and stating that a Holder may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing in Exhibit A, or a comparable form, together with any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date for the Notes, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the procedures Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the indenture Company and described the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an event of default under the Indenture, other than a default in such notice. Issuer will the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(d) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Triggering Event Offer provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable those securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event Offer provisions of the indenture Notes by virtue of any such compliance. In connection with the tender of any notes with respect conflict.
(e) The Trustee shall have no duty or obligation to determine whether a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder Event or any component thereof has occurred or is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:continuing.
Appears in 1 contract
Change of Control Triggering Event. If (a) Upon the occurrence of a Change of Control Triggering Event occurs Event, unless the Company, subject to Section 4.10(d), has exercised its right to redeem the Notes in accordance with respect to any series of notesSection 3.12, each holder of notes of such series Holder will have the right to require Issuer the Company to repurchase purchase all or any part a portion (equal to $2,000 1,000 or an integral multiple of $1,0001,000 in excess thereof) of that holdersuch Holder’s notes of such series Notes pursuant to a Change of Control Offer on the terms set forth in offer described below (the indenture. In the “Change of Control Offer”), Issuer will offer at a Change of Control Payment in cash purchase price equal to 101% of the aggregate principal amount of notes repurchased thereof plus accrued and unpaid interest on the notes repurchased tointerest, but not includingif any, to the date of purchasepurchase (the “Change of Control Payment”), subject to the rights of holders of notes Holders on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such Interest Payment Date; provided that the principal amount of a Note remaining outstanding after a repurchase date in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
(the “Change of Control Payment”). b) Within 30 days following any Change of Control Triggering Event, Issuer will send a notice (the “Change of Control Offer”) to each holder of notes to date upon which such Change of Control Triggering Event applies and the trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering occurred, or at the Company’s option, prior to repurchase any Change of Control but after the notes public announcement of such series on the pending Change of Control, the Company shall deliver a notice to each Holder of Notes that were not redeemed, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Payment Date specified in Offer. Such notice will, among other things, state the noticepurchase date, which date will must be no earlier than 10 30 days and no nor later than 60 days from the date such notice is sent sent, other than as may be required by applicable law (the “Change of Control Payment Date”), describe the transaction or transactions constituting the Change of Control Triggering Event and offer to repurchase the Notes. The notice, if sent prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the procedures required Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes to be redeemed properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the indenture Company of Notes pursuant to the Change of Control Offer have been complied with.
(d) The Company will not be required to make a Change of Control Offer with respect to the Notes if (i) a third party makes such an offer in the manner, at the times and described otherwise in compliance with the requirements for such notice. Issuer an offer otherwise required to be made by the Company and such third party purchases all such Notes properly tendered and not withdrawn under its offer or (ii) a notice of redemption has been given to the Holders of all of the Notes in accordance with the terms of the Indenture, unless and until there is a default in payment of the Redemption Price.
(e) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place with respect to the Change of Control at the time of making of the Change of Control Offer.
(f) The Company will comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 4.10, the Change of Control Triggering Event provisions of the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 4.10 by virtue of any such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:conflict.
Appears in 1 contract
Sources: Eleventh Supplemental Indenture (Westlake Chemical Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any series of notesthe Notes, each holder of notes of unless the Company shall have redeemed such series will have of the right to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of such series pursuant to a Change of Control Offer on the terms Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the indenture. In Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer, Issuer will offer ”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇’s Notes of such series at a Change of Control Payment repurchase price in cash equal to 101% of the aggregate principal amount of notes the Notes to be repurchased (such principal amount to be equal to ¥100,000,000 or any integral multiple of ¥10,000,000 in excess thereof), plus accrued and unpaid interest interest, if any, on the notes Notes to be repurchased up to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer will send a notice (shall be delivered to the “Change Holders of Control Offer”) to each holder Notes of notes to which such Change of Control Triggering Event applies and the trustee series describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the procedures required by Notes and the indenture Indenture.
(b) On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:
(i) accept for payment all Notes or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and described (3) that the Change of Control Offer has been made in such noticecompliance with the Indenture. Issuer will The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.4, the Change of Control Triggering Event provisions of the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 1.4 by virtue of any such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:conflict.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. If (a) Upon the occurrence of a Change of Control Triggering Event occurs Event, unless the Company has exercised its right to redeem the Notes pursuant to Section 5.07 by giving irrevocable written notice to the Trustee in accordance with respect to any series of notesthis Indenture, each holder Holder of notes of such series will the Notes shall have the right to require Issuer the Company to repurchase purchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes a portion of such series Holder’s Notes pursuant to a Change of Control Offer on the terms set forth offer described in this Section 3.06 (the indenture. In the “Change of Control Offer”), Issuer will offer at a Change of Control Payment in cash purchase price equal to 101% of the aggregate principal amount of notes repurchased thereof plus accrued and unpaid interest on the notes repurchased interest, if any, to, but not includingexcluding, the date of purchasepurchase (the “Change of Control Payment”), subject to the rights of holders Holders of notes Notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior date.
(b) Unless the Company has exercised its right to such repurchase date (redeem the “Change of Control Payment”). Within Notes, within 30 days following any Change of Control Triggering Event, Issuer will send a notice (the “Change of Control Offer”) to each holder of notes to date upon which such Change of Control Triggering Event applies and the trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering occurred with respect to repurchase the notes Notes or, at the Company’s option, prior to any Change of such series on Control but after the public announcement of the pending Change of Control, the Company shall be required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a notice to each Holder of Notes, with a copy to the Trustee (“Notice of Change of Control Offer”), which Notice of Change of Control Offer shall govern the terms of the Change of Control Payment Date specified in Offer. Such Notice of Change of Control Offer shall state, among other things, the noticepurchase date, which date will must be no earlier than 10 30 days and no nor later than 60 days from the date such notice is sent mailed or otherwise sent, other than as may be required by law (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture and described in such notice. Issuer will comply with the requirements The Notice of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To Offer, if mailed or otherwise sent prior to the extent date of consummation of the Change of Control, shall state that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indenture, or compliance with Offer is conditioned on the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws being consummated on or regulations, Issuer will comply with the applicable securities laws and regulations and will not be deemed prior to have breached its obligations under the Change of Control Triggering Event provisions of the indenture by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. Payment Date.
(c) On the Change of Control Payment Date, Issuer the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.
(d) The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) The Notice of Change of Control Offer shall describe the transaction or transactions that constitute the Change of Control and state:
(i) that the Change of Control Offer is being made pursuant to this Section 3.06 and that all Notes tendered will be accepted for payment;
(ii) the Change of Control Payment Date;
(iii) that any Note not tendered will continue to accrue interest;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(v) any conditions precedent to the consummation of the Change of Control Offer;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile, or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000.
(f) On the Change of Control Payment Date, the Company will, to the extent lawful:: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
Appears in 1 contract
Sources: Indenture (Cleveland-Cliffs Inc.)
Change of Control Triggering Event. If a Change of Control Triggering Event occurs (as defined below) occurs, unless the Company has previously or concurrently exercised its right to redeem the Notes upon the occurrence of specified events involving taxation as described in Section 1108 of the Base Indenture or the Company has previously or concurrently delivered an unconditional (or conditional solely with respect to any series the applicable Change of notesControl Triggering Event) redemption notice with respect to all of the outstanding Notes as described in Section 3.01 of the Supplemental Indenture, each holder of notes of such series will have Holders may require the right to require Issuer Company to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $1,000€1,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to a Change of Control Offer on an offer (the terms set forth in the indenture. In the “Change of Control Offer, Issuer will offer a Change ”) of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes the Notes repurchased plus accrued and but unpaid interest interest, if any, on the notes repurchased Notes repurchased, to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer the Company will send (i) deliver a notice (the “Change of Control Offer”) to each holder Holder of notes to which the Notes, electronically or by first class mail at the address of such Change Holder appearing in the security register or otherwise in accordance with the procedures of Control Triggering Event applies and the trustee Euroclear or Clearstream, describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Indenture and described in such noticenotice and (ii) if at the time of such notice the Notes are listed on the Irish Stock Exchange, or any other securities exchange, and admitted for trading on the Global Exchange Market of the Irish Stock Exchange, to the extent the rules of the Irish Stock Exchange or such other securities exchange so require, cause a notice of the Change of Control Offer to be published in a leading newspaper of general circulation in Ireland or, to the extent and in a manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange (▇▇▇.▇▇▇.▇▇) or through other methods permitted by such rules. Issuer will The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and any other securities laws laws, rules and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customaryconflicts. On the Change of Control Payment Date, Issuer the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee or its Authenticating Agent 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. If at the time of any such Change of Control Triggering Event, the Notes are listed on the Irish Stock Exchange or any other securities exchange, to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will notify the Irish Stock Exchange or such other securities exchange, as applicable, that a Change of Control Triggering Event has occurred and any relevant details relating to such Change of Control Triggering Event. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any series of notesthe Notes, each holder of notes of such series will unless the Company shall have redeemed the right to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of such series pursuant to a Change of Control Offer on the terms 2016 Notes and 2021 Notes in full, as set forth in Section 1.3 or 1.3A of this Fourth Supplemental Indenture or the indenture. In Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer, Issuer will offer ”) to each holder of the 2016 Notes and 2021 Notes to repurchase any and all of such holder’s 2016 Notes and 2021 Notes at a Change of Control Payment repurchase price in cash equal to 101% of the aggregate principal amount of notes 2016 Notes and 2021 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest interest, if any, on the notes 2016 Notes and 2021 Notes to be repurchased up to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer will send a notice (shall be mailed to Holders of the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee Notes describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 15 days and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the procedures required by Notes and the indenture Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and described (3) that the Change of Control Offer has been made in such noticecompliance with the Indenture. Issuer will The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Triggering Event Offer provisions of this Section 1.4, the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 1.4 by virtue of any such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:conflict.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. If (a) Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, subject to any series of notesSection 4.09(f), each holder of notes of such series will Holder shall have the right to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holderthe Company repurchases such Holder’s notes of such series pursuant to Securities at a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Issuer will offer a Change of Control Payment purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of notes repurchased purchase plus accrued and unpaid interest on the notes repurchased tointerest, but not includingif any, to the date of purchase, purchase (subject to the rights right of holders Holders of notes record on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date date), in accordance with the terms contemplated in Section 4.09(b).
(the “Change of Control Payment”). b) Within 30 days following any Change of Control Triggering Event, Issuer will send the Company shall mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that a Change of Control Triggering Event has occurred and that such Holder has the right to each holder require the Company to purchase such Holder’s Securities at a purchase price in cash equal to 101% of notes the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to which the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
(2) the circumstances and relevant facts regarding such Change of Control Triggering Event applies (including information with respect to pro forma historical income, cash flow and the trustee describing the transaction or transactions and identify the ratings decline that together constitute the capitalization, in each case after giving effect to such Change of Control Triggering Event and offering to repurchase Control);
(3) the notes of such series on the Change of Control Payment Date specified in the notice, purchase date (which date will shall be no earlier than 10 30 days and no nor later than 60 days from the date such notice is sent mailed (or otherwise delivered in accordance with the “applicable procedures of the Depositary)); and
(4) the instructions, as determined by the Company, consistent with this Section 4.09, that a Holder must follow in order to have its Securities purchased.
(c) Holders electing to have a Security purchased will be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security purchased.
(d) On the purchase date, all Securities purchased by the Company under this Section 4.09 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.
(e) Notwithstanding any other provision of this Indenture, a Change of Control Payment Date”), pursuant to the procedures required by the indenture and described Offer may be made in such notice. Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result advance of a Change of Control Triggering Event, conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.
(f) The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (x) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer or (y) a notice of redemption has been given with respect to all of the outstanding Securities pursuant to paragraph 6 of the Securities.
(g) The Company shall be entitled to redeem the Securities at 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, following the consummation of a Change of Control, if at least 90% of the aggregate principal amount of the Securities outstanding prior to such consummation are purchased pursuant to a Change of Control Offer with respect to such Change of Control.
(h) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.09. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 4.09, the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 4.09 by virtue of its compliance with such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:securities laws or regulations.
Appears in 1 contract
Sources: Indenture (New Home Co Inc.)
Change of Control Triggering Event. If a Change of Control Triggering Event occurs with respect to any series of notesthe Notes, each holder of notes of such series will have unless the Company has exercised its right to require Issuer redeem the Notes in full, the Company shall be required to repurchase all or any part of that Holder’s Notes (equal to in minimum denominations of $2,000 or an and integral multiple multiples of $1,0001,000 in excess thereof) of that holder’s notes of such series pursuant to at a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Issuer will offer a Change of Control Payment repurchase price in cash equal to 101% of the aggregate principal amount of notes Notes repurchased plus any accrued and unpaid interest on the notes Notes repurchased to, but not including, to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventEvent with respect to the Notes or, Issuer will send at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall mail a notice (the “Change of Control Offer”) to each holder Holder of notes to which such Change of Control Triggering Event applies and the trustee Notes describing the transaction or transactions and identify the ratings decline that together constitute or may constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent mailed, unless otherwise required by law (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture and described in such notice. Issuer will The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 1401, the Change of Control Triggering Event provisions of the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 1401 by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customaryconflict(s). On the Change of Control Payment Date, Issuer willDate the Company shall, to the extent lawful:
Appears in 1 contract
Change of Control Triggering Event. If a Change of Control Triggering Event occurs (as defined below) occurs, unless the Company has previously or concurrently exercised its right to redeem the Notes upon the occurrence of specified events involving taxation as described in Section 1108 of the Base Indenture or the Company has previously or concurrently delivered an unconditional (or conditional solely with respect to any series the applicable Change of notesControl Triggering Event) redemption notice with respect to all of the outstanding Notes as described in Section 3.01 of the Supplemental Indenture, each holder of notes of such series will have Holders may require the right to require Issuer Company to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $1,000€1,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to a Change of Control Offer on an offer (the terms set forth in the indenture. In the “Change of Control Offer, Issuer will offer a Change ”) of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes the Notes repurchased plus accrued and but unpaid interest interest, if any, on the notes repurchased Notes repurchased, to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer the Company will send (i) deliver a notice (the “Change of Control Offer”) to each holder Holder of notes to which the Notes, electronically or by first class mail at the address of such Change Holder appearing in the security register or otherwise in accordance with the procedures of Control Triggering Event applies and the trustee Euroclear or Clearstream, describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Indenture and described in such noticenotice and (ii) if at the time of such notice the Notes are listed on the Irish Stock Exchange, or any other securities exchange, and admitted for trading on the Global Exchange Market of the Irish Stock Exchange, to the extent the rules of the Irish Stock Exchange or such other securities exchange so require, cause a notice of the Change of Control Offer to be published in a leading newspaper of general circulation in Ireland or, to the extent and in a manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange (▇▇▇.▇▇▇.▇▇) or through other methods permitted by such rules. Issuer will The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and any other securities laws laws, rules and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customaryconflicts. On the Change of Control Payment Date, Issuer the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee or its Authenticating Agent 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. If at the time of any such Change of Control Triggering Event, the Notes are listed on the Irish Stock Exchange or any other securities exchange, to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will notify the Irish Stock Exchange or such other securities exchange, as applicable, that a Change of Control Triggering Event has occurred and any relevant details relating to such Change of Control Triggering Event. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 1 contract
Change of Control Triggering Event. If a Change of Control Triggering Event occurs with respect to any either series of notesNotes, each holder of notes Holder of such series will Notes shall have the right to require Issuer the Company to repurchase all or any part (part, equal to $2,000 or an integral multiple of $1,000) of that holder’s notes , of such series Holder’s Notes pursuant to a the offer described below (the “Change of Control Offer”). The offer price in any Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Issuer will offer a Change of Control Payment shall be payable in cash equal to and will be 101% of the aggregate principal amount of notes any Notes of either series repurchased plus accrued and unpaid interest interest, if any and Additional Interest, if any, on the notes repurchased tosuch series of Notes, but not including, the date of purchase, if any (subject to the rights right of holders Holders of notes record on the relevant record date to receive interest due on the relevant interest payment date), to the date for periods prior to such repurchase date of purchase (the “Change of Control Payment”). Within 30 thirty (30) days following any Change of Control Triggering EventEvent unless the Company has exercised its right to redeem all of the Notes of either series as described in Section 3.07, Issuer will send the Company shall mail a notice (the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee Holder describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”). The Change of Control Payment Date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date the notice is mailed, pursuant to the procedures required by the indenture this Indenture and described in such notice. Issuer On the Change of Control Payment Date for each series of Notes, the Company shall, to the extent lawful:
(1) accept for payment all Notes of such series or portions of the Notes of such series properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes of such series or portions of Notes of such series properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes of such series so accepted together with an officers’ certificate stating the aggregate principal amount of Notes of such series or portions of the Notes of such series being purchased by the Company. The paying agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall 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 the new Note will be in a principal amount of $2,000 or an integral multiple of $1,000. The Change of Control Triggering Event provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection to any Change of Control Offer. If the provisions of any of the applicable securities laws or securities regulations conflict with the repurchase provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of the notes compliance. The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes of either series properly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding the occurrence of a Change of Control Triggering Event, the Company shall not be obligated to make a Change of Control Offer in the event it has exercised its rights to redeem all of the outstanding Notes as provided under Section 3.07. A Change of Control Offer may be made in advance of a Change of Control and conditioned upon such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The provisions under this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws Event may be waived or regulations conflict modified with the Change of Control Triggering Event provisions written consent of the indenture, or compliance with the Change Holders of Control Triggering Event provisions a majority in principal amount of such series of the indenture would constitute a violation of any such laws or regulations, Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:Notes then outstanding.
Appears in 1 contract
Sources: Indenture (Sba Communications Corp)
Change of Control Triggering Event. If (a) Upon the occurrence of a Change of Control Triggering Event occurs Event, unless the Company has exercised its right to redeem the Notes pursuant to Section 5.07 by giving irrevocable written notice to the Trustee in accordance with respect to any series of notesthe Indenture, each holder Holder of notes of such series will the Notes shall have the right to require Issuer the Company to repurchase purchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes a portion of such series Holder’s Notes pursuant to a Change of Control Offer on the terms set forth offer described in this Section 3.06 (the indenture. In the “Change of Control Offer”), Issuer will offer at a Change of Control Payment in cash purchase price equal to 101% of the aggregate principal amount of notes repurchased thereof plus accrued and unpaid interest on the notes repurchased interest, if any, to, but not includingexcluding, the date of purchasepurchase (the “Change of Control Payment”), subject to the rights of holders Holders of notes Notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior date.
(b) Unless the Company has exercised its right to such repurchase date (redeem the “Change of Control Payment”). Within Notes, within 30 days following any Change of Control Triggering Event, Issuer will send a notice (the “Change of Control Offer”) to each holder of notes to date upon which such Change of Control Triggering Event applies and the trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering occurred with respect to repurchase the notes Notes or, at the Company’s option, prior to any Change of such series on Control but after the public announcement of the pending Change of Control, the Company shall be required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a notice to each Holder of Notes, with a copy to the Trustee (“Notice of Change of Control Offer”), which Notice of Change of Control Offer shall govern the terms of the Change of Control Payment Date specified in Offer. Such Notice of Change of Control Offer shall state, among other things, the noticepurchase date, which date will must be no earlier than 10 30 days and no nor later than 60 days from the date such notice is sent mailed or otherwise sent, other than as may be required by law (the “Change of Control Payment Date”). The Notice of Change of Control Offer, if mailed or otherwise sent prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the procedures required Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the indenture Company of Notes pursuant to the Change of Control Offer have been complied with.
(d) The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and described otherwise in compliance with the requirements for such noticean offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) The Notice of Change of Control Offer shall describe the transaction or transactions that constitute the Change of Control and state:
(i) that the Change of Control Offer is being made pursuant to this Section 3.06 and that all Notes tendered will be accepted for payment;
(ii) the Change of Control Payment Date;
(iii) that any Note not tendered will continue to accrue interest;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(v) any conditions precedent to the consummation of the Change of Control Offer;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile, or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000.
(f) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(i) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(ii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. Issuer The Paying Agent will promptly mail or deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment to the extent it has been received for such Notes, and the Trustee, upon receipt of the Officer’s Certificate referred to in clause (iii) above, will promptly authenticate and mail or otherwise deliver (or cause to be transferred by book entry), at the Company’s expense, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of at least $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(g) Notwithstanding anything to the contrary in this Section 3.06, the Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.06 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (ii) notice of redemption has been given pursuant to Section 5.03 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(h) The Company shall comply in all material respects with the requirements of Rule 14e-1 14e-l under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 3.06, the Change of Control Triggering Event provisions of the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 3.06 by virtue of any such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:conflict.
Appears in 1 contract
Change of Control Triggering Event. If a Change of Control Triggering Event occurs (as defined below) occurs, unless the Company has previously or concurrently delivered (i) a redemption notice with respect to any series all the outstanding Notes as described in Section 3.01 of notesthe Supplemental Indenture or (ii) a redemption notice with respect to all the outstanding Notes as described under “Redemption for Tax Reasons” below, each holder of notes of such series will have Holders may require the right to require Issuer Company to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $1,000€1,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to a Change of Control Offer on an offer (the terms set forth in the indenture. In the “Change of Control Offer, Issuer will offer a Change ”) of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes the Notes repurchased plus accrued and but unpaid interest interest, if any, on the notes repurchased Notes repurchased, to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer except to the extent the Company has exercised its right to redeem all the outstanding Notes as described under clause (i) or (ii) above, the Company will send deliver a notice (the “Change of Control Offer”) to each holder Holder of notes to which the Notes, electronically or by first class mail at the address of such Change Holder appearing in the security register or otherwise in accordance with the procedures of Control Triggering Event applies Euroclear and the trustee Clearstream, describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Indenture and described in such notice. Issuer will The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and any other securities laws laws, rules and regulations thereunder to the extent those laws laws, rules and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws laws, rules or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws laws, rules and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customaryconflicts. On the Change of Control Payment Date, Issuer the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption (as described above) of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 3.01 of the Supplemental Indenture or under “Redemption for Tax Reasons” below, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless the Company has exercised its right to redeem the Notes in full as described in Section 3.01, or with respect to any series of notesNotes, each holder of notes of such series of Notes has become redeemable as described in Section 3.02 or 3.04, Holders of each series of Notes will have the right to require Issuer the Company to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $1,000€1,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to a the offer described below (the “Change of Control Offer Offer”) on the terms set forth in the indentureNotes. In the Change of Control Offer, Issuer the Company will be required to offer a Change of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes Notes repurchased plus accrued and unpaid interest interest, if any, on the notes Notes repurchased to, but not including, to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will send be required to mail a notice (to Holders of each applicable series of Notes, with a copy to the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee Trustee, describing the transaction or transactions and identify the ratings decline that together constitute or may constitute the Change of Control Triggering Event and offering to repurchase the notes such applicable series of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Notes and described in such notice. Issuer will The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.03 or the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. conflicts.
(b) On the Change of Control Payment Date, Issuer willthe Company will be required, to the extent lawful, to:
(i) accept for payment all Notes of each applicable series, or portions of such Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of each applicable series, or portions of such Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes of each applicable series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes, or portions of such Notes, being repurchased.
(c) The applicable Paying Agent will promptly mail to each Holder of Notes of each applicable series properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note of such series equal in principal amount to any unpurchased portion of any Notes of such series surrendered; provided that each new Note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make an offer to repurchase Notes of any series upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes of each such series properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any series the Notes, unless the Company has exercised its option to redeem the Notes, the Company shall be required to make an offer (the “Change of notesControl Offer”) to each Holder of the then outstanding Notes, each holder of notes of such series will have the right to require Issuer to repurchase all or any part (equal to $2,000 €1,000 or an integral multiple of $1,000thereof) of that holderHolder’s notes of such series pursuant to a Change of Control Offer Notes on the terms set forth herein and in the indentureNotes, provided that a Holder tendering Notes for repurchase only in part must retain not less than €100,000 aggregate principal amount of Notes. In the Change of Control Offer, Issuer will the Company shall be required to offer a Change of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes repurchased Notes repurchased, plus accrued and unpaid interest interest, if any, on the notes Notes repurchased to, but not including, to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventEvent or, Issuer will send at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail to Holders of the Notes, and furnish the Trustee with a copy thereof, a notice (the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee describing the transaction that constitutes or transactions and identify the ratings decline that together may constitute the Change of Control Triggering Event and Event, offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will shall be no earlier than 10 30 days and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”), setting forth the instructions determined by the Company, consistent with the provisions of this Section 3.3, that a Holder must follow in order to have its Notes purchased and stating that a Holder may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing in Exhibit A, or a comparable form, together with any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date for the Notes, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the procedures Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the indenture Company and described the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an event of default under the Indenture, other than a default in such notice. Issuer will the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(d) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Triggering Event Offer provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable those securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event Offer provisions of the indenture Notes by virtue of any such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:conflict.
Appears in 1 contract
Change of Control Triggering Event. If (a) Upon the occurrence of a Change of Control Triggering Event occurs with respect Event, unless the Company has exercised its right to any series redeem the Offered Securities pursuant to Section 1.1(6) hereof or Section 14.01 of notesthe Base Indenture, each holder of notes of such series Holder will have the right to require Issuer to repurchase that the Company purchase all or a portion, in $1,000 increments (provided that any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes remaining principal amount thereof shall be at least the minimum authorized denomination thereof), of such series Holder’s Offered Securities pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased to, but not including, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer will send a notice Section 1.3(3)(b) hereof (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.
(b) to each holder of notes to Within 30 days following the date upon which such Change of Control Triggering Event applies and the trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering occurred, or at the Company’s option, prior to repurchase any Change of Control, but after the notes public announcement of such series on the Change of Control, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Payment Date Offer. Such notice shall describe the transaction or transactions that constitute the Change of Control and shall state:
(A) that the Change of Control Offer is being made pursuant to this Section 1.3(3) of this First Supplemental Indenture;
(B) that the Company is required to offer to purchase all of the outstanding principal amount of Offered Securities, the purchase price and, that on the date specified in the such notice, which date will shall be no earlier than 10 30 days and no later than 60 days from the date such notice is sent mailed, other than as may be required by law (the “Change of Control Payment Date”),the Company shall repurchase the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.3(3);
(C) if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date”);
(D) that any Offered Security not tendered or accepted for payment shall continue to accrue interest;
(E) that, unless the Company defaults in making such payment, Offered Securities accepted for payment pursuant to the procedures Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(F) that Holders electing to have an Offered Security purchased pursuant to a Change of Control Offer may elect to have all or any portion of such Offered Security purchased;
(G) that Holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be required to surrender their Offered Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Offered Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer the Offered Security by book-entry transfer, to the paying agent at the address specified in the notice prior to the Change of Control Payment Date;
(H) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the paying agent, as the case may be, receives, not later than the expiration of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Offered Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Offered Security purchased;
(I) that Holders whose Offered Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and
(J) the CUSIP number, if any, printed on the Offered Securities being repurchased and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Offered Securities.
(c) The Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the indenture Company and described in such notice. Issuer third party purchases all Offered Securities properly tendered and not withdrawn under its offer.
(d) The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the notes as a result of Offered Securities pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 1.3(3), the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable securities laws and regulations and will not shall be deemed not to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 1.3(3) by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:thereof.
Appears in 1 contract
Change of Control Triggering Event. The following additional covenants shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs with respect to any either series of notesthe Notes, each holder of notes of unless the Company shall have redeemed such series will have of the right to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of such series pursuant to a Change of Control Offer on the terms Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, the indenture. In Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer, Issuer will offer ”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a Change of Control Payment repurchase price in cash equal to 101% of the aggregate principal amount of notes the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest interest, if any, on the notes Notes to be repurchased up to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer will send a notice (shall be delivered to the “Change Holders of Control Offer”) to each holder Notes of notes to which such Change of Control Triggering Event applies and the trustee series describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 15 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date or Floating Rate Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the procedures required by Notes and the indenture Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) that all conditions precedent contained in the Indenture to make a Change of Control Offer have been complied with and described (3) that the Change of Control Offer has been made in such noticecompliance with the Indenture. Issuer will The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.5, the Change of Control Triggering Event provisions of the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 1.5 by virtue of any such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:conflict.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless the Company has exercised its right to redeem the Notes in full as described in Section 3.01, or with respect to any series of notesNotes, each holder of notes of such series of Notes has become redeemable as described in Section 3.03, Holders of each series of Notes will have the right to require Issuer the Company to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $1,000€1,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to a the offer described below (the “Change of Control Offer Offer”) on the terms set forth in the indentureNotes. In the Change of Control Offer, Issuer the Company will be required to offer a Change of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes Notes repurchased plus accrued and unpaid interest interest, if any, on the notes Notes repurchased to, but not including, to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will send be required to mail a notice (to Holders of each applicable series of Notes, with a copy to the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee Trustee, describing the transaction or transactions and identify the ratings decline that together constitute or may constitute the Change of Control Triggering Event and offering to repurchase the notes such applicable series of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Notes and described in such notice. Issuer will The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.02 or the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. conflicts.
(b) On the Change of Control Payment Date, Issuer willthe Company will be required, to the extent lawful, to:
(i) accept for payment all Notes of each applicable series, or portions of such Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of each applicable series, or portions of such Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes of each applicable series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes, or portions of such Notes, being repurchased.
(c) The applicable Paying Agent will promptly mail to each Holder of Notes of each applicable series properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note of such series equal in principal amount to any unpurchased portion of any Notes of such series surrendered; provided that each new Note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make an offer to repurchase Notes of any series upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes of each such series properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
Appears in 1 contract
Change of Control Triggering Event. If a Change of Control Triggering Event occurs with respect to any series of notesthe Notes, each holder Holder of notes of such series will the Notes shall have the right to require Issuer the Company to repurchase all or any part (part, equal to $2,000 or an integral multiple of $1,000) of that holder’s notes , of such series Holder’s Notes pursuant to a the offer described below (the “Change of Control Offer”). The offer price in any Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Issuer will offer a Change of Control Payment shall be payable in cash equal to and shall be 101% of the aggregate principal amount of notes any Notes repurchased plus accrued and unpaid interest interest, if any, and Additional Interest, if any, on the notes repurchased to, but not including, the date of purchase, such Notes (subject to the rights right of holders Holders of notes record on the relevant record date to receive interest due on the relevant interest payment date), to the date for periods prior to such repurchase date of purchase (the “Change of Control Payment”). Within 30 thirty (30) days following any Change of Control Triggering Event, Issuer will send unless the Company has exercised its right to redeem all of the Notes as described in Section 3.07, the Company shall mail a notice (the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee Holder describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”). The Change of Control Payment Date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date the notice is mailed, pursuant to the procedures required by the indenture this Indenture and described in such notice. Issuer will On the Change of Control Payment Date for the Notes, the Company shall, to the extent lawful:
(1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of the Notes being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall 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 the new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000. The Change of Control Triggering Event provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable. The Company shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a to any Change of Control Triggering EventOffer. To the extent that If the provisions of any of the applicable securities laws or securities regulations conflict with the Change of Control Triggering Event provisions of this Section 4.16, the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 4.16 by virtue of such the compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:.
Appears in 1 contract
Sources: Indenture (Sba Communications Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any series of notesthe Senior Notes, each holder of notes of such series will have unless, prior to the right time the Issuer is required to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of such series pursuant to make a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Issuer will has previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all of the outstanding Senior Notes pursuant to Section 3.07 or Section 11.01, the Issuer shall make an offer a to purchase all of the Senior Notes pursuant to the offer described below (the “Change of Control Payment Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of notes repurchased thereof plus accrued and unpaid interest on the notes repurchased interest, if any, to, but not includingexcluding, the date of purchase, subject to the rights right of holders Holders of notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date for periods Interest Payment Date falling on or prior to such repurchase date (the “Change of Control Payment”)Payment Date. Within 30 60 days following any Change of Control Triggering Event, the Issuer will shall send a notice (the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and Offer by first-class mail, with a copy to the trustee describing Trustee, to each Holder of the transaction Senior Notes to the address of such Holder appearing in the security register or transactions and identify otherwise in accordance with the ratings decline procedures of DTC, with the following information:
(1) that together constitute the a Change of Control Triggering Event Offer is being made pursuant to this Section 4.14 and offering that all Senior Notes properly tendered pursuant to repurchase the notes of such series on the Change of Control Payment Date specified in Offer will be accepted for payment by the noticeIssuer;
(2) the purchase price and the purchase date, which date will be no earlier than 10 days and no 20 Business Days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuer’s discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be satisfied;
(3) that any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the procedures Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Senior Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Senior Notes and their election to require the Issuer to purchase such Senior Notes; provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, facsimile or other electronic transmission or letter setting forth the name of the Holder of the Senior Notes, the principal amount of Senior Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Senior Notes and its election to have the Senior Notes purchased;
(7) that if the Issuer is redeeming less than all of the Senior Notes, the Holders of the remaining Senior Notes will be issued new Senior Notes and such new Senior Notes will be equal in principal amount to the unpurchased portion of the Senior Notes surrendered (the unpurchased portion of the Senior Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof);
(8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and shall describe each such condition and, if applicable, shall state that in the Issuer’s discretion the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or that such purchase shall not occur and such notice shall be rescinded in the event that any or all such conditions shall not have been satisfied by the indenture and described Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, unless such conditions are waived by the Issuer in such noticeits discretion; and
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow. The Issuer will shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the notes as a result of Senior Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 4.14, the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 4.14 by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. thereof.
(b) On the Change of Control Payment Date, the Issuer willshall, to the extent lawful:permitted by law,
(1) accept for payment all Senior Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Senior Notes or portions thereof so tendered, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Senior Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Senior Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer if a third party approved by the Issuer makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the provisions of this Indenture, the Senior Notes and/or the Note Guarantees; provided that such Change of Control Offer shall not include the delivery of such consents as a condition precedent.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Senior Notes validly tender and do not withdraw such Senior Notes in a Change of Control Offer and the Issuer, or any third party approved in writing by the Issuer making a Change of Control Offer in lieu of the Issuer as set forth in clause (c) of this Section 4.14, purchases all of the Senior Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party shall have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 60 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 4.14, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Senior Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date.
(f) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(g) The provisions of this Section 4.14 relating to the Issuer’s obligation to make a Change of Control Offer with respect to the Senior Notes upon a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the Senior Notes.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any series the Notes, unless the Company has exercised its option to redeem the Notes, the Company shall be required to make an offer (the “Change of notesControl Offer”) to each Holder of the then outstanding Notes, each holder of notes of such series will have the right to require Issuer to repurchase all or any part (equal to $2,000 €1,000 or an integral multiple of $1,000thereof) of that holderHolder’s notes of such series pursuant to a Change of Control Offer Notes on the terms set forth herein and in the indentureNotes; provided that a Holder tendering Notes for repurchase only in part must retain not less than €100,000 aggregate principal amount of Notes. In the Change of Control Offer, Issuer will the Company shall be required to offer a Change of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes repurchased Notes repurchased, plus accrued and unpaid interest interest, if any, on the notes Notes repurchased to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering EventEvent or, Issuer will send at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or otherwise mail to Holders of the Notes, and furnish the Trustee with a copy thereof, a notice (the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee describing the transaction that constitutes or transactions and identify the ratings decline that together may constitute the Change of Control Triggering Event and Event, offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will shall be no earlier than 10 30 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”), setting forth the instructions determined by the Company, consistent with the provisions of this Section 3.3, that a Holder must follow in order to have its Notes purchased and stating that a Holder may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing in Exhibit A, or a comparable form, together with any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date for the Notes, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the procedures Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.
(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the indenture Company and described the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an event of default under the Indenture, other than a default in such notice. Issuer will the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(d) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Triggering Event Offer provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable those securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event Offer provisions of the indenture Notes by virtue of any such compliance. In connection with the tender of any notes with respect conflict.
(e) The Trustee shall have no duty or obligation to determine whether a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder Event or any component thereof has occurred or is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:continuing.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless the Company has exercised its right to redeem the Notes in full as described in Section 3.01, or with respect to any series of notesNotes, each holder of notes of such series of Notes has become redeemable as described in Section 3.02 or 3.04, Holders of each series of Notes will have the right to require Issuer the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to a the offer described below (the “Change of Control Offer Offer”) on the terms set forth in the indentureNotes. In the Change of Control Offer, Issuer the Company will be required to offer a Change of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes Notes repurchased plus accrued and unpaid interest interest, if any, on the notes Notes repurchased to, but not including, to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will send be required to mail a notice (to Holders of each applicable series of Notes, with a copy to the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee Trustee, describing the transaction or transactions and identify the ratings decline that together constitute or may constitute the Change of Control Triggering Event and offering to repurchase the notes such applicable series of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Notes and described in such notice. Issuer will The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.03 or the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. conflicts.
(b) On the Change of Control Payment Date, Issuer willthe Company will be required, to the extent lawful, to:
(i) accept for payment all Notes of each applicable series, or portions of such Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of each applicable series, or portions of such Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes of each applicable series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes, or portions of such Notes, being repurchased.
(c) The Paying Agent will promptly mail to each Holder of Notes of each applicable series properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note of such series equal in principal amount to any unpurchased portion of any Notes of such series surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make an offer to repurchase Notes of any series upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes of each such series properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
Appears in 1 contract
Change of Control Triggering Event. If (a) Upon the occurrence of a Change of Control Triggering Event occurs with respect to any a series of notesNotes, each holder of notes unless the Company has exercised its right to redeem the Notes of such series will pursuant to Section 5.01 or 5.03 of this Fifth Supplemental Indenture, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of Notes of such series shall have the right to require Issuer the Company to repurchase purchase all or any part (equal to $2,000 or an integral multiple a portion of $1,000) of that holdersuch Holder’s notes Notes of such series pursuant to a Change of Control Offer on the terms set forth offer described in this Section 3.01 (the indenture. In the “Change of Control Offer”), Issuer will offer at a Change of Control Payment in cash purchase price equal to 101% of the aggregate principal amount of notes repurchased thereof plus accrued and unpaid interest on the notes repurchased tointerest, if any, to but not including, including the date of purchasepurchase (the “Change of Control Payment”), subject to the rights of holders Holders of notes Notes of such series on the relevant record date to receive interest due on the relevant interest payment date for periods prior date.
(b) Unless the Company has exercised its right to such repurchase date (redeem the “Change Notes of Control Payment”). Within a series, within 30 days following any Change of Control Triggering Event, Issuer will send a notice (the “Change of Control Offer”) to each holder of notes to date upon which such Change of Control Triggering Event applies and the trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering occurs with respect to repurchase the notes Notes of such series on series, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall be required to send, by first class mail, a notice to each Holder of Notes of such series, with a copy to the Trustee, which notice shall describe the terms of the Change of Control Payment Date specified in Offer. Such notice shall state, among other things, the noticetransaction or transactions that constitute or may constitute the Change of Control and an offer to repurchase the Notes of such series and the purchase date, which date will must be no earlier than 10 30 days and no later than 60 days from the date such notice is sent mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the procedures required Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the indenture Company of Notes pursuant to the Change of Control Offer have been complied with.
(d) The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and described otherwise in compliance with the requirements for such notice. Issuer will an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(e) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 3.01, the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable those securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 3.01 by virtue of any such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:conflicts.
Appears in 1 contract
Change of Control Triggering Event. If a Change of Control Triggering Event occurs (as defined below) occurs, unless the Company has previously or concurrently (i) delivered a redemption notice with respect to any series all the outstanding Notes as described in Section 3.01 of notesthe Supplemental Indenture or (ii) sent a redemption notice with respect to all the outstanding Notes as described under “Redemption for Tax Reasons” below, each holder of notes of such series will have Holders may require the right to require Issuer Company to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $1,000€1,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to an offer (a Change of Control Offer on the terms set forth in the indenture. In the “Change of Control Offer, Issuer will offer a Change ”) of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes the Notes repurchased plus accrued and but unpaid interest interest, if any, on the notes repurchased Notes repurchased, to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer except to the extent the Company has exercised its right to redeem all the outstanding Notes as described under clause (i) or (ii) above, the Company will send deliver a notice (the “Change of Control Offer”) to each holder Holder of notes to which the Notes, electronically or by first class mail at the address of such Change Holder appearing in the security register or otherwise in accordance with the procedures of Control Triggering Event applies Euroclear and the trustee Clearstream, describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Indenture and described in such notice. Issuer will The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and any other securities laws laws, rules and regulations thereunder to the extent those laws laws, rules and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws laws, rules or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws laws, rules and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customaryconflicts. On the Change of Control Payment Date, Issuer the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make the Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption (as described above) of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 3.01 of the Supplemental Indenture or under “Redemption for Tax Reasons” below, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 1 contract
Change of Control Triggering Event. The following additional covenants shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs with respect to any series of notesthe Notes, each holder of notes of unless the Company shall have redeemed such series will have of the right to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of such series pursuant to a Change of Control Offer on the terms Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, the indenture. In Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer, Issuer will offer ”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a Change of Control Payment repurchase price in cash equal to 101% of the aggregate principal amount of notes the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest interest, if any, on the notes Notes to be repurchased up to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer will send a notice (shall be delivered to the “Change Holders of Control Offer”) to each holder Notes of notes to which such Change of Control Triggering Event applies and the trustee series describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 15 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the procedures required by Notes and the indenture Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and described (3) that the Change of Control Offer has been made in such noticecompliance with the Indenture. Issuer will The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.5, the Change of Control Triggering Event provisions of the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 1.5 by virtue of any such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:conflict.
Appears in 1 contract
Sources: Third Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. If (a) Upon the occurrence of a Change of Control Triggering Event occurs Event, unless the Company has exercised its right to redeem the Notes pursuant to Section 5.07 by giving irrevocable written notice to the Trustee in accordance with respect to any series of notesthe Indenture, each holder Holder of notes of such series will the Notes shall have the right to require Issuer the Company to repurchase purchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes a portion of such series Holder’s Notes pursuant to a Change of Control Offer on the terms set forth offer described in this Section 3.06 (the indenture. In the “Change of Control Offer”), Issuer will offer at a Change of Control Payment in cash purchase price equal to 101% of the aggregate principal amount of notes repurchased thereof plus accrued and unpaid interest on the notes repurchased interest, if any, to, but not includingexcluding, the date of purchasepurchase (the “Change of Control Payment”), subject to the rights of holders Holders of notes Notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior date.
(b) Unless the Company has exercised its right to such repurchase date (redeem the “Change of Control Payment”). Within Notes, within 30 days following any Change of Control Triggering Event, Issuer will send a notice (the “Change of Control Offer”) to each holder of notes to date upon which such Change of Control Triggering Event applies and the trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering occurred with respect to repurchase the notes Notes or, at the Company’s option, prior to any Change of such series on Control but after the public announcement of the pending Change of Control, the Company shall be required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a notice to each Holder of Notes, with a copy to the Trustee (“Notice of Change of Control Offer”), which Notice of Change of Control Offer shall govern the terms of the Change of Control Payment Date specified in Offer. Such Notice of Change of Control Offer shall state, among other things, the noticepurchase date, which date will must be no earlier than 10 30 days and no nor later than 60 days from the date such notice is sent mailed or otherwise sent, other than as may be required by law (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture and described in such notice. Issuer will comply with the requirements The Notice of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To Offer, if mailed or otherwise sent prior to the extent date of consummation of the Change of Control, shall state that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indenture, or compliance with Offer is conditioned on the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws being consummated on or regulations, Issuer will comply with the applicable securities laws and regulations and will not be deemed prior to have breached its obligations under the Change of Control Triggering Event provisions of the indenture by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:.
Appears in 1 contract
Change of Control Triggering Event. The following additional covenants shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs with respect to any series of notesthe Notes, each holder of notes of unless the Company shall have redeemed such series will have of the right to require Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of such series pursuant to a Change of Control Offer on the terms Notes in full, as set forth in Section 1.4A or 1.4B of this Supplemental Indenture, the indenture. In Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer, Issuer will offer ”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a Change of Control Payment repurchase price in cash equal to 101% of the aggregate principal amount of notes the Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest interest, if any, on the notes Notes to be repurchased up to, but not includingexcluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer will send a notice (shall be delivered to the “Change Holders of Control Offer”) to each holder Notes of notes to which such Change of Control Triggering Event applies and the trustee series describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the notes of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 15 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the procedures required by Notes and the indenture Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased, (2) that all conditions precedent contained in the Indenture to make a Change of Control Offer have been complied with and described (3) that the Change of Control Offer has been made in such noticecompliance with the Indenture. Issuer will The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.5, the Change of Control Triggering Event provisions of the indenture, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the indenture this Section 1.5 by virtue of any such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:conflict.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs occurs, unless, with respect to the 2027 Notes, the Company has exercised its right to redeem the 2027 Notes in full as described in Section 3.01, or with respect to any series of notesNotes, each holder of notes of such series of Notes has become redeemable as described in Section 3.02, Holders of both series of Notes will have the right to require Issuer the Company to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $1,000€1,000 in excess thereof) of that holder’s notes of such series their Notes pursuant to a the offer described below (the “Change of Control Offer Offer”) on the terms set forth in the indentureNotes. In the Change of Control Offer, Issuer the Company will be required to offer a Change of Control Payment payment in cash equal to 101% of the aggregate principal amount of notes Notes repurchased plus accrued and unpaid interest interest, if any, on the notes Notes repurchased to, but not including, to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Issuer or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will send be required to mail a notice (to Holders of each applicable series of Notes, with a copy to the “Change of Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee Trustee, describing the transaction or transactions and identify the ratings decline that together constitute or may constitute the Change of Control Triggering Event and offering to repurchase the notes such applicable series of such series Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture Notes and described in such notice. Issuer will The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the indentureNotes, or compliance with the Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.03 or the Change of Control Triggering Event provisions of the indenture Notes by virtue of such compliance. In connection with the tender of any notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. conflicts.
(b) On the Change of Control Payment Date, Issuer willthe Company will be required, to the extent lawful, to:
(i) accept for payment all Notes of each applicable series, or portions of such Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of each applicable series, or portions of such Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes of each applicable series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes, or portions of such Notes, being repurchased.
(c) The applicable Paying Agent will promptly mail to each Holder of Notes of each applicable series properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note of such series equal in principal amount to any unpurchased portion of any Notes of such series surrendered; provided that each new Note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company will not be required to make an offer to repurchase Notes of any series upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes of each such series properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
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