OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Section 10.12 of the Indenture shall be applicable to the Securities. Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Securities under Section 11.03 or under Section 11.04 of the Indenture, or unless the Change of Control Payment Date would fall on or after the maturity date of the Securities, the Company will make an offer to purchase all or a portion of each Holder’s Securities pursuant to the Change of Control Offer, at a purchase price equal to 101% of the principal amount tendered plus accrued and unpaid interest, if any, to the date of purchase, subject to the provisions of the Indenture.
OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the provisions described below, purchase, on a Business Day (the "Change of Control Purchase Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the Change of Control Purchase Date. The Company shall, subject to the provisions described below, be required to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior to the mailing of the notice to Holders provided for below, the Company shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Offer to Purchase 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 Offer to Purchase, shall include such disclosures as are required by law and shall state:
OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control of which the Issuer has knowledge, each Holder shall have the right to require the Issuer to purchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase. Within 30 days after the date as of which the Issuer has knowledge of the occurrence of a Change of Control, the Issuer shall mail a notice to each Holder describing the transaction or transactions that constituted the Change of Control and offering to purchase Notes on the date specified in such notice, which notice shall comply with Section 3.10
OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) In connection with the occurrence of a Change of Control, the Corporation shall make an offer to purchase all of the shares of Series A outstanding (a “Change of Control Offer”) on the terms set forth in this Section 7. The Change of Control Offer shall be made in compliance with all applicable laws, including, without limitation (if applicable), Regulation 14E and 14D under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 7, the Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 7 by virtue thereof.
OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control of which the Issuer has knowledge, each Holder shall have the right to require the Issuer to purchase all or any part (equal to $1,000 or an -40-
OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control (the date of the last event required for a Change of Control to be effected hereinafter referred to as the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase all or any part (equal to $1.00 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Purchase Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase plus accrued but unpaid interest, if any, to the date of purchase of such Notes. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company shall comply with the applicable securities laws and shall not be deemed to have breached its obligations under this covenant by virtue of such compliance.
OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, as defined in the Indenture, each Holder of Debentures shall have the right to require the Company to repurchase all or any part of such Holder's Debentures at a repurchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase pursuant to Section 4.08 of the Indenture.
OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) In the event there occurs a Change of Control, the Corporation shall, subject to legal availability of funds therefor, offer to redeem all of the outstanding shares of the Series B Preferred Stock held by a holder for an amount in cash equal to the greater of: (i) the Series B Liquidation Preference of the shares of Series B Preferred Stock held by the holder; and (ii) in all other cases, the Fair Market Value of the cash, securities and other property that such holder of the Series B Preferred Stock would have received had they converted their Series B Preferred Stock (including for such purposes any shares of Series B Preferred Stock issuable in respect of Accrued Dividends) into shares of Common Stock immediately prior to such Change of Control, plus Accrued Dividends payable in cash to the extent not otherwise reflected pursuant to the parenthetical phrase of this clause (ii) (the greatest of (i) and (ii) 8 113 above being referred to as the "Change of Control Redemption Price"). In the event of a Change of Control, each holder of Series B Preferred Stock shall have the right (but not the obligation) to require the Corporation to redeem any or all of the Series B Preferred Stock held by such holder for an amount equal to the Change of Control Redemption Price. Any payments to holders of Series B Preferred Stock exercising the right to redeem shares of Series B Preferred Stock pursuant to this Section 7(a) shall be in preference to holders of Junior Stock.
OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) If a Change of Control occurs, each Holder shall have the right to require the Borrower to purchase all or any part of that Holder’s Bonds (which, if in part, shall be in an amount equal to an Authorized Denomination and the non-purchased portion shall also be in an amount equal to an Authorized Denomination) pursuant to a change of control offer on the terms set forth in this Loan Agreement (a “Change of Control Offer”). In the Change of Control Offer, the Borrower shall offer payment in cash equal to 101% of the aggregate principal amount of Bonds purchased plus accrued and unpaid interest thereon to the date of purchase (a “Change of Control Payment”). Within 30 days following any Change of Control, the Trustee, at the written direction of the Borrower, shall mail a notice to each Holder stating:
OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) In connection with the occurrence of a Change of Control, the Corporation shall make an offer to purchase all of the shares of Series E outstanding (a “Change of Control Offer”) on the terms set forth in this Section 7. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 7, the Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 7 by virtue thereof.
