Common use of Offer to Repurchase Upon Change of Control Triggering Event Clause in Contracts

Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs after the Issue Date, unless, prior to the time the Issuer is required to make a Change of Control Offer (as defined below), the Issuer has previously or concurrently mailed a redemption notice that is or has become unconditional (other than with respect to any conditions relating to the actual occurrence of such Change of Control Triggering Event) with respect to all the outstanding Notes as described in Section 3.07, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but excluding, the date of purchase, subject to the right of holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer electronically or by first class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

Appears in 3 contracts

Samples: Indenture (Forestar Group Inc.), Indenture (Forestar Group Inc.), Indenture (Forestar Group Inc.)

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Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs after occurs, unless the Issue Date, unless, prior to the time the Issuer is required to make a Change of Control Offer (as defined below), the Issuer Company has previously or concurrently delivered or mailed a redemption notice that is or has become unconditional (other than with respect to any conditions relating to the actual occurrence of such Change of Control Triggering Event) with respect to all the outstanding Notes as described in Section 3.073.07 hereof (so long as such redemption is not subject to any conditions precedent other than the occurrence of such Change of Control), the Issuer Company shall make an offer to purchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest tointerest, if any, to (but excluding, ) the date of purchaserepurchase, subject to the right of holders Holders of record of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date prior to such repurchase. Within 30 15 days following any Change of ControlControl Triggering Event, the Issuer Company shall send deliver notice of such Change of Control Offer electronically or by first first-class mailmail (or otherwise in accordance with Applicable Procedures), with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, Note Register with the following information:

Appears in 2 contracts

Samples: Indenture (Stericycle Inc), Indenture (Stericycle Inc)

Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs after occurs, unless the Issue Date, unless, prior to the time the Issuer is required to make a Change of Control Offer (as defined below), the Issuer Company has previously or concurrently delivered or mailed a redemption notice that is or has become unconditional (other than with respect to any conditions relating to the actual occurrence of such Change of Control Triggering Event) with respect to all the outstanding Notes as described in Section 3.073.07 hereof (so long as such redemption is not subject to any conditions precedent other than the occurrence of such Change of Control), the Issuer Company shall make an offer to purchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest tointerest, if any, to (but excluding, ) the date of purchaserepurchase, subject to the right of holders Holders of record of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date prior to such repurchase. Within 30 days following any Change of ControlControl Triggering Event, the Issuer Company shall send deliver notice of such Change of Control Offer electronically or by first first-class mailmail (or otherwise in accordance with Applicable Procedures), with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, Note Register with the following information:

Appears in 2 contracts

Samples: Indenture (Carters Inc), Indenture (Carters Inc)

Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs after the Issue Date, unless, prior to the time the Issuer is Issuers are required to make a Change of Control Offer (as defined below), the Issuer has Issuers have previously or concurrently mailed a redemption notice that is or has become unconditional (other than with respect to any conditions relating to the actual occurrence of such Change of Control Triggering Event) with respect to all the outstanding Notes as described in Section 3.07, Section 3.09 or Article 11, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but excluding, the date of purchase, subject to the right of holders of record of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. Within 30 days following any Change of ControlControl Triggering Event, the Issuer Issuers shall send notice of such Change of Control Offer electronically or by first class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

Appears in 1 contract

Samples: Indenture (Brookfield Residential Properties Inc.)

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Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs after the Issue Dateoccurs, unless, prior to the time the Issuer is required to make a Change of Control Offer (as defined below), unless the Issuer has previously or concurrently mailed sent a redemption notice that is or has become unconditional (other than with respect to any conditions relating to the actual occurrence of such Change of Control Triggering Event) with respect to all the outstanding Notes as described in Section 3.07under Sections 3.03 and 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash equal to 101.0% of the aggregate principal amount thereof (or such higher amount as the Issuer may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest interest, if any, to, but excluding, the date of purchase, subject to the right of holders Holders of record of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment Interest Payment Date falling prior to or on the purchase date. Within 30 days following any Change of ControlControl Triggering Event, the Issuer shall will send notice of such Change of Control Offer electronically or by first first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register Note Register or otherwise delivered in accordance with the procedures of DTC, Applicable Procedures with the following information:

Appears in 1 contract

Samples: Indenture (Hilton Worldwide Holdings Inc.)

Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs after the Issue Date, unless, prior to the time the Issuer is required to make a Change of Control Offer (as defined below), the Issuer has previously or concurrently mailed a redemption notice that is or has become unconditional (other than with respect to any conditions relating to the actual occurrence of such Change of Control Triggering Event) with respect to all the outstanding Notes as described in Section 3.07, Section 3.09 or Article 11, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but excluding, the date of purchase, subject to the right of holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of ControlControl Triggering Event, the Issuer shall send notice of such Change of Control Offer electronically or by first class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

Appears in 1 contract

Samples: Indenture (Brookfield Residential Properties Inc.)

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