Excess Cash Flow Offer. Within 90 days after the end of each fiscal year of the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which Excess Cash Flow was greater than or equal to $2.0 million, the Company must offer (the "Excess Cash Flow Offer") to all Holders to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year at a purchase price in cash equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of such purchase (such amount, the "Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date"); provided, that the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal amount of Notes purchased in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the Excess Cash Flow Offer Period; - that the...
Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries, the Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31, 2009, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest, if any, 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 that is on or prior to the date of repurchase), with 5% of Excess Cash Flow of any New Parent and its Restricted Subsidiaries, the Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases, purchases by tender offer in compliance with Regulation 14D of the Exchange Act and any redemptions of Notes pursuant to this Indenture made during such fiscal year).
Excess Cash Flow Offer. (a) If the Company has Excess Cash Flow for any fiscal year (the “Relevant Fiscal Year”), commencing with the fiscal year ending on April 30, 2005, then the Company shall apply an amount (the “Excess Cash Flow Offer Amount”) equal to 50% of such Excess Cash Flow for such period to make an offer to the Holders to repurchase all or a portion (in integral multiples of $1,000) of their Notes with an aggregate repurchase price in cash equal to the Excess Cash Flow Offer Amount pursuant to and subject to the conditions in this Section 4.23 (an “Excess Cash Flow Offer”). Each Excess Cash Flow Offer will remain open for a period of twenty (20) Business Days and no longer, unless a longer period is required by law (the ”Excess Cash Flow Offer Period”). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer.
Excess Cash Flow Offer. (a) To the extent that (i) availability under the New Credit Facility on a pro forma basis is not less than the greater of (1) 30% of the commitments thereunder and (2) $40.5 million, (ii) the Company and its Restricted Subsidiaries are in pro forma compliance with the financial covenants under the New Credit Facility (assuming, for purposes of this Section 4.23(a), that such covenants are in effect at all times) and (c) if there is no default or event of default existing under the New Credit Facility, if the Company and its Subsidiaries have Excess Cash Flow for any fiscal year commencing with the fiscal year ending on or about December 31, 2010, each Holder will have the right to require the Issuers, and the Issuers shall make an offer to such Holder (the “Excess Cash Flow Offer”), to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 100% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Special Interest, if any, to the date of purchase (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of the Company and its Subsidiaries on a consolidated basis for such period (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such period); provided that, notwithstanding the foregoing, in lieu of, or in combination with, the Excess Cash Flow Offer, the Issuers may repay Indebtedness outstanding under the New Credit Facility as provided in Section 4.23(b).
Excess Cash Flow Offer. (a) In the event that there shall be Consolidated Excess Cash Flow for any fiscal year of the Issuer and its Subsidiaries (commencing with the fiscal year ended December 31, 2021), not later than the earlier of (i) the date that is five (5) Business Days after the date of delivery of the annual financial statements for such fiscal year of the Issuer pursuant to Section 4(a)(ii) of the Purchase Agreement, and (ii) five (5) Business Days after the date on which the annual financial statements for the applicable fiscal year of the Issuer are required to be delivered pursuant to Section 4(a)(ii) of the Purchase Agreement, the Issuer will make an offer to purchase Convertible Notes (or a portion thereof), such offer to be in the form attached hereto as Exhibit C, which shall include, without limitation, a detailed calculation of the Consolidated Excess Cash Flow for such fiscal year (the “Excess Cash Flow Period”) (each such offer to purchase, an “Excess Cash Flow Offer”), such offer having an aggregate principal amount equal to:
Excess Cash Flow Offer. (a) Within one hundred twenty (120) days after the end of each fiscal year (beginning with the first full fiscal year after the Issue Date), the Company will make an offer to purchase to all Holders (the "Excess Cash Flow Offer") to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year (the "Excess Cash Flow Offer Amount"), at a purchase price in cash equal to 100% of the Accreted Value of the Notes to be purchased, plus accrued and unpaid interest to the date of such purchase. Each Excess Cash Flow Offer shall remain open for a period of twenty (20) Business Days, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company shall purchase and send, by first-class mail, postage prepaid, payment for the Excess Cash Flow Offer Amount for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. If the aggregate amount of Notes tendered pursuant to any Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount, the Company may, subject to the other provisions of this Indenture and the Collateral Agreements, use any such excess cash flow for general corporate purposes. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash.
Excess Cash Flow Offer. (a) Commencing with the period beginning on the Issue Date and ending December 31, 2005, and for each 12-month period ended December 31 thereafter until the Maturity Date (each such December 31 on which Excess Cash exists, an “Excess Cash Flow Offer Trigger Date”), the Issuer shall make an offer (an “Excess Cash Flow Offer”) to all Holders to purchase the maximum principal amount of Securities that may be purchased using the Excess Cash for such period at a purchase price equal to 100% of the principal amount of the Securities to be purchased plus accrued and unpaid interest, if any, thereon to the date of purchase (the “Excess Cash Flow Offer Amount”).
Excess Cash Flow Offer. (a) At or prior to each Excess Cash Flow Offer Trigger Date, the Company will calculate the amount of Excess Cash Flow and the Excess Cash Flow Offer Amount for the Excess Cash Flow Period with respect to such Excess Cash Flow Offer Trigger Date. If the Consolidated Secured Debt Ratio on such Excess Cash Flow Offer Trigger Date exceeds the Secured Leverage Threshold, unless the Company has exercised its right to redeem all the Notes as described under Section 3.07, the Company will make an offer to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of the Excess Cash Flow Offer Amount (each, an “Excess Cash Flow Offer”).
Excess Cash Flow Offer. (a) If the First Half Excess Cash Flow Offer Amount for any fiscal year is greater than zero, the Issuers shall make a pro rata offer to repurchase First Priority Notes (the "First Half Excess Cash Flow Offer") at the Excess Cash Flow Offer Price per First Priority Note in the largest principal amount that is an integral multiple of $1,000 that may be repurchased with an amount equal to the First Half Excess Cash Flow Offer Amount for such fiscal year. In addition, if the Full Fiscal Year Excess Cash Flow Offer Amount is greater than zero, the Issuers will make a pro rata offer to repurchase First Priority Notes (the "Full Fiscal Year Excess Cash Flow Offer") at the Excess Cash Flow Offer Price per First Priority Note in the largest principal amount that is an integral multiple of $1,000 that may be repurchased with an amount equal to the Full Fiscal Year Excess Cash Flow Offer Amount for such fiscal year.
Excess Cash Flow Offer a. After the end of each fiscal year beginning with the fiscal year ending on December 31, 2016, the Company shall determine the amount (the “Excess Cash Flow Offer Amount”) that is equal to: 1. 75% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis until the Company has offered to purchase up to $50 million in aggregate principal amount of the Notes calculated using the purchase price for the Notes pursuant to this Section 4.16;
