Notice of a Change of Control. The Company shall provide written notice to the Holder of a Change of Control reasonably promptly after public announcement thereof (and, in any event, not less than twenty (20) trading days prior to the consummation of such Change of Control) and such notice shall include (i) the projected date of consummation of the Change of Control to the extent known at the time such notice is delivered and (ii) the expected consideration to be received by the Company’s stockholders in such Change of Control.
Notice of a Change of Control. The Company shall provide written notice to the Holder of a Change of Control reasonably promptly after public announcement thereof (and, in any event, not less than twenty (20) trading days prior to the consummation of such Change of Control) and such notice shall include (i) the projected date of consummation of the Change of Control to the extent known at the time such notice is delivered and (ii) the expected consideration to be received by the Company’s stockholders in such Change of Control. (3) As used in this Warrant, a “Change of Control” shall mean (i) a merger or consolidation of the Company with another entity, in which the Company is not the survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting securities of the surviving entity, (ii) the consummation of a stock purchase agreement or other business combination of the Company with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), (iii) the sale, assignment, transfer, conveyance or other disposal of all or substantially all of the properties or assets or all or a majority of the outstanding voting securities of the Company, (iv) a purchase, tender or exchange offer accepted by the holders of a majority of the outstanding voting shares of capital stock of the Company directly or indirectly, in one or more related transactions, (v) a “person” or “group” (as -6-
Notice of a Change of Control. If there is a Change of Control, the Company shall transmit by first class mail to the Trustee and to all Holders of each series of Securities then Outstanding, as their names and addresses appear in the Security Register, written notice of the occurrence of such Change of Control within ten (10) days following such occurrence.
Notice of a Change of Control. Offer shall be sent, by first class mail, to each Holder not less than twenty-five (25) days nor more than forty-five (45) days before the Change of Control Payment Date, with copies to the Trustee, which notice shall, consistent with the provisions of this Section 4.17, govern the terms of the Change of Control Offer. Such notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Change of Control Offer and shall state:
Notice of a Change of Control. Offer shall be mailed by the Issuer to the Securityholders at their last registered addresses with a copy to the Trustee and the Paying Agent. The Change of Control Offer shall remain open from the time of mailing until the fifth Business Day preceding the Change of Control Payment Date. The notice, which shall govern the terms of the Change of Control Offer, shall state:
Notice of a Change of Control. Offer shall be sent, by first-class mail, postage prepaid, by the Company not later than the 30th day after the Change of Control Date to the Holders of the Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Change of Control Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Change of Control Offer, shall include such disclosures as are required by law and shall state:
Notice of a Change of Control. Offer shall be mailed by the Company, with a copy to the Trustee, or, at the Company's option, by the Trustee (at the Company's expense) not more than 20 calendar days after the Change of Control to each Holder of the Notes at such Holder's last registered address appearing in the Register. In such notice, the Company shall describe the transaction that constitutes the Change of Control and offer to repurchase Notes pursuant to the procedures required by this Section 4.14 and described in such notice. The notice shall contain all instructions and materials necessary to enable Holders to tender Notes pursuant to the Change of Control Offer. In addition, the notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes (or portions thereof) properly tendered will be accepted for payment; (2) the Change of Control Payment and the purchase date, which shall be no sooner than 30 nor later than 60 days from the date on which the Company notifies the Holders of the occurrence of the Change of Control (the "Change of Control Payment Date"); (3) that any Note (or portion thereof) not properly tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes (or portions thereof)
Notice of a Change of Control. Offer shall be mailed by the Trustee (at the Company's expense) not more than 30 calendar days after the Change of Control to each Holder of the Securities at such Holder's last registered address appearing in the Register. The Change of Control Offer shall remain open from the time of the mailing until the Change of Control Purchase Date. The notice shall be accompanied by (i) the most recently filed Annual Report on Form 10-K of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q of the Company, and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required pursuant to Section 4.02), (ii) a description of any material developments in the Company's business since the latest annual or quarterly report filed 44 52 with the Trustee pursuant to Section 4.02 and, if material, any appropriate pro forma financial information (including but not limited to pro forma income, cash flow and capitalization after giving effect to such Change of Control) and (iii) such other information, if any, concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed investment decision. The Company shall provide the Trustee with copies of all materials to be delivered with such notice. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Change of Control Offer. The notice shall state:
Notice of a Change of Control. Offer shall be mailed by the Company to the Holders at their registered addresses not less than 30 days nor more than 45 days before the Change of Control Payment Date. The Change of Control Offer shall remain open for at least 20 Business Days and until 5:00 p.m., New York City time, on the Business Day next preceding the Change of Control Payment Date. Substantially simultaneously with mailing of the notice, the Company shall cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York, State of New York.
Notice of a Change of Control. Offer shall be sent to the Trustee not more than 25 days after the Change in Control Date and to the Noteholders as shown on the register of Holders and the Trustee not more than 30 days after the Change in Control Date. The Change of Control Offer shall commence on the date such notice is given and shall remain open for not less than 30 days and nor more than 45 days, except to the extent that a longer period is required by Applicable Law. Upon expiration of such Change in Control Offer, the Company shall promptly purchase for Cash the 1997 Notes delivered for purchase at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any.
