Fundamental Change Repurchase Right. Upon the occurrence of a Fundamental Change or Change in Control Transaction, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples of $1.00 in excess thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.
Fundamental Change Repurchase Right. Subject to the other terms of this Section 8, if a Fundamental Change occurs, then each Holder may, at its election, either (i) effective as of immediately prior to the Fundamental Change, convert all or a portion of its shares of Convertible Preferred Stock pursuant to Section 10 at the then-current Conversion Price or (ii) require the Company to repurchase (the “Fundamental Change Repurchase Right”) all, or any whole number of shares that is less than all, of such Holder’s Convertible Preferred Stock that have not been converted pursuant to clause (i) on the Fundamental Change Repurchase Date for such Fundamental Change, out of funds legally available therefor, for a cash purchase price equal to the Fundamental Change Repurchase Price.
Fundamental Change Repurchase Right. 3.09 "GLOBAL SECURITY" ............................................ 2.01 "LEGAL HOLIDAY" .............................................. 11.07 "MAKE-WHOLE CONSIDERATION" ................................... 10.15 "MAKE-WHOLE CONVERSION RATE ADJUSTMENT"....................... 10.15 "NOTICE OF DEFAULT" .......................................... 6.01 "OPTION PURCHASE DATE" ....................................... 3.08 "OPTION PURCHASE NOTICE" ..................................... 3.08 "OPTION PURCHASE PRICE" ...................................... 3.08 "PARTICIPANTS" ............................................... 2.15 "PAYING AGENT" ............................................... 2.03 "PERMITTED STRATEGIC TRANSACTION" ............................ 3.09 "PHYSICAL SECURITIES" ........................................ 2.01 "PURCHASE AT HOLDER'S OPTION" ................................ 3.01 "PURCHASED SHARES" ........................................... 10.06 "REDEMPTION" ................................................. 3.01 "REGISTRAR" .................................................. 2.03 "REPURCHASE UPON FUNDAMENTAL CHANGE" ......................... 3.01 "RESALE RESTRICTION TERMINATION DATE" ........................ 2.17 "RESTRICTED SECURITY" ........................................ 2.16 "RIGHTS" ..................................................... 10.06 "SPIN-OFF EX-DIVIDEND DATE" .................................. 10.06 "TRIGGER EVENT" .............................................. 10.07
Fundamental Change Repurchase Right. If a “fundamental change” occurs at any time, each holder of Notes will have the right, at its option, to require the Issuer to repurchase in cash all of such holder’s Notes, or any portion of the original principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on a date (the “fundamental change repurchase date”) of the Issuer’s choosing that is not less than 15 nor more than 35 days after the date of the “fundamental change repurchase right notice,” at a repurchase price equal to 100% of the accreted principal amount of the Notes to be repurchased plus accrued and unpaid interest to, but not including, the fundamental change repurchase date. Use of Proceeds: The Issuer estimates that the net proceeds from this offering, after deducting estimated fees and expenses and the underwriters’ discounts and commissions, will be approximately $145.8 million (approximately $167.7 million if the underwriters exercise their over-allotment option to purchase additional Notes in full). The Issuer intends to use the net proceeds of this offering (including any proceeds the Issuer receives if the underwriters exercise their overallotment option) to pay down outstanding indebtedness under the Issuer’s existing senior secured term loan B, under which $351.4 million in principal amount was outstanding as of May 16, 2008, and which bears interest at a floating rate and matures on March 17, 2011. Joint Book-Running Managers: Xxxxxxx, Xxxxx & Co. Banc of America Securities LLC Co-Managers: Wachovia Capital Markets, LLC PNC Capital Markets LLC Pricing Date: May 21, 2008 Trade Date: May 22, 2008 Settlement Date: May 28, 2008 Listing: None CUSIP / ISIN: 29275Y AA0 / US29275YAA01 Comparable Yield: The Issuer has determined that the comparable yield for the Notes is 8.50%, compounded semi-annually. Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change: The following table sets forth the adjustments to the conversion rate, expressed as a number of additional shares by which the conversion rate will be increased per $1,000 in original principal amount of the Notes, in connection with a make-whole fundamental change: Make-Whole Reference Date Stock Price May 28, 2008 June 1, 2009 June 1, 2010 June 1, 2011 June 1, 2012 June 1, 2013 June 1, 2014 June 6, 2015 $29.00 9.8522 9.8522 9.8522 9.8522 9.8522 9.8522 9.8522 9.8522 $ 30.00 9.2954 8.8911 8.7028 8.7028 8.7028 8.7028 8.7028 8.7028 $ 31.00 8.8025 8.3891 8.0321 7.7251 7.6275 7.6275 7.6275 7.6275 $...
Fundamental Change Repurchase Right. 59 SECTION 11.3 NOTICES; METHOD OF EXERCISING FUNDAMENTAL CHANGE REPURCHASE RIGHT, ETC................................... 60
Fundamental Change Repurchase Right. In the event that a Fundamental Change shall occur at any time prior to Maturity, each Holder shall have the right (the "Fundamental Change Repurchase Right"), at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, some or all of such Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to any integral multiple of $1,000 (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to an integral multiple of $1,000), on the date specified in the Fundamental Change Company Notice given pursuant to Section 11.3 in connection with such Fundamental Change (the "Fundamental Change Repurchase Date") that is no earlier than 20 days nor later than 35 days after the date of such Fundamental Change Company Notice. The Fundamental Change Repurchase Price will be payable in cash and will equal 100% of the principal amount of the Securities being repurchased, plus accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Repurchase Date (the "Fundamental Change Repurchase Price"). However, if the Fundamental Change Repurchase Date is after a Record Date and on or prior to the corresponding Interest Payment Date, the interest (including Contingent Interest and Additional Interest, if any) will be paid on the Fundamental Change Repurchase Date to the Holder of record on the Record Date.
Fundamental Change Repurchase Right. 3.09 "GAAP".................................................... 3.09 "GLOBAL SECURITY"............................................. 2.01 "LEGAL HOLIDAY"............................................... 11.07 "MAKE-WHOLE PREMIUM".......................................... 3.09 "NET SHARES".................................................. 10.05 "NET SHARE AMOUNT"............................................ 10.05 "
Fundamental Change Repurchase Right. Subject to the other terms of this Section 8, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase all, or any whole number of shares that is less than all, of such Holder’s Exchangeable Preferred Stock on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.
Fundamental Change Repurchase Right. 26 Section 4.2. Effect of Fundamental Change Repurchase Notice........... 28 Section 4.3. Deposit of Fundamental Change Repurchase Price........... 29 Section 4.4. Securities Repurchased in Part........................... 29 Section 4.5. Covenant to Comply With Securities Laws Upon Repurchase of Securities .......................................... 30 Section 4.6. Repayment to the Company................................. 30 ARTICLE V SUBORDINATION..................................................... 30 Section 5.1. Agreement to Subordinate................................. 30 Section 5.2. Liquidation, Dissolution, Bankruptcy..................... 31
Fundamental Change Repurchase Right. (a) If a Fundamental Change occurs, the Securities not previously repurchased by the Company shall be repurchased by the Company, at the option of the Holder thereof, at a repurchase price equal to 100% of the principal amount of those Securities plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the fundamental change repurchase date (the "FUNDAMENTAL CHANGE REPURCHASE PRICE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 4.1(c). The fundamental change repurchase date is the 35th Business Day after the date of a notice of Fundamental Change delivered by the Company (the "FUNDAMENTAL CHANGE REPURCHASE DATE").
