Common use of Repurchase of Notes upon a Change of Control Clause in Contracts

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the 2016 Notes and the 2021 Notes in full, as set forth in Section 3.03 of this Second Supplemental Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2016 Notes and the 2021 Notes to repurchase any and all (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of such holder’s 2016 Notes and 2021 Notes at a repurchase price set forth in this Section 3.04. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 Notes and 2021 Notes to be repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”). With respect to the Notes, within 30 days following any Change of Control Triggering Event, the Company shall mail a notice to holders of Notes with a copy to the Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”).

Appears in 1 contract

Samples: Supplemental Indenture (Life Technologies Corp)

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Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the a series of Notes, unless the Company shall have exercised its option to redeem the 2016 such Notes and the 2021 Notes in full, as set forth described in Section 3.03 4.01 of this Second Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each holder Holder of the 2016 Notes and the 2021 such Notes to repurchase all or any and all part (equal to $2,000 or an integral any multiple of $1,000 in excess of $2,000thereof) of that Holder’s Notes of such holder’s 2016 Notes and 2021 Notes at a repurchase price series on the terms set forth in this Section 3.044.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 Notes and 2021 Notes to be repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”)repurchase. With respect to the Notes, within Within 30 days following any Change of Control Triggering EventRepurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a notice to holders Holders of Notes Notes, with a copy to the Trustee Trustee, describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the such Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”).. The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company shall, to the extent lawful:

Appears in 1 contract

Samples: Juniper Networks Inc

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option right to redeem the 2016 Notes and the 2021 Notes in full, as set forth described in Section 3.03 4.01 of this Second Sixth Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each holder Holder of the 2016 Notes and the 2021 Notes to repurchase all or any and all part (equal to $2,000 or an any integral multiple multiples of $1,000 in excess of $2,000thereof) of such holderthat Holder’s 2016 Notes and 2021 Notes at a repurchase price on the terms set forth in this Section 3.044.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 Notes and 2021 Notes to be repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”)repurchase. With respect to the Notes, within Within 30 days following any Change of Control Triggering EventRepurchase Event with respect to the Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a notice to holders of Notes each Holder, with a copy to the Trustee Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Sixth Supplemental Indenture (Juniper Networks Inc)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the NotesNotes of a series, unless the Company shall have has exercised its option to redeem the 2016 Notes and the 2021 Notes in full, of such series as set forth in Section 3.03 of this Second Supplemental Indenturedescribed above, the Company shall will be required to make an offer (the “Change of Control Offer”) to each holder Securityholder of the 2016 Notes and the 2021 Notes of such series to repurchase all or any and all part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of that Securityholder’s Notes of such holder’s 2016 Notes and 2021 Notes at a repurchase price series on the terms set forth in this Section 3.04such Notes. In the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 Notes and 2021 Notes repurchased to be repurchased up to, but not including, including the date of repurchase (the “Change of Control Payment”). With respect to the NotesNotes of each series, within 30 days following any Change of Control Triggering EventEvent or, at the Company shall mail Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed (or otherwise delivered in accordance with the applicable procedures of DTC) to holders Securityholders of the Notes with a copy to of the Trustee applicable series describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (or otherwise delivered in accordance with the applicable procedures of DTC) or, if the notice is mailed (or otherwise delivered) prior to the Change of Control, no earlier than 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice will, if mailed (or otherwise delivered) prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Supplemental Indenture (Regeneron Pharmaceuticals, Inc.)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the a series of Notes, unless the Company shall have exercised its option to redeem the 2016 such Notes and the 2021 Notes in full, as set forth described in Section 3.03 4.01 of this Second Third Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each holder Holder of the 2016 Notes and the 2021 applicable Notes to repurchase all or any and all part (equal to $2,000 or an integral any multiple of $1,000 in excess of $2,000thereof) of that Holder’s Notes of such holder’s 2016 Notes and 2021 Notes at a repurchase price series on the terms set forth in this Section 3.044.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 Notes and 2021 Notes to be repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”)repurchase. With respect to the Notes, within Within 30 days following any Change of Control Triggering EventRepurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a notice to holders Holders of Notes Notes, with a copy to the Trustee Trustee, describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the such Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Third Supplemental Indenture (Juniper Networks Inc)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the NotesNotes of a Series, unless the Company shall have has exercised its option to redeem the 2016 Notes and the 2021 Notes in full, of such Series as set forth in Section 3.03 of this Second Supplemental Indenturedescribed above, the Company shall will be required to make an offer (the “Change of Control Offer”) to each holder Holder of the 2016 Notes and the 2021 Notes of such Series to repurchase all or any and all part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of that Holder’s Notes of such holder’s 2016 Notes and 2021 Notes at a repurchase price Series on the terms set forth in this Section 3.04such Notes. In the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 Notes and 2021 Notes repurchased to be repurchased up to, but not including, including the date of repurchase (the “Change of Control Payment”). With respect to the NotesNotes of each Series, within 30 days following any Change of Control Triggering EventEvent or, at the Company shall mail Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed (or otherwise delivered in accordance with the applicable procedures of DTC) to holders Holders of the Notes with a copy to of the Trustee applicable Series describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such Series on the date specified in the notice, which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (or otherwise delivered in accordance with the applicable procedures of DTC) or, if the notice is mailed (or otherwise delivered) prior to the Change of Control, no earlier than 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice will, if mailed (or otherwise delivered) prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Supplemental Indenture (Biogen Inc.)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option to redeem the 2016 Notes and the 2021 Notes in full, as set forth described in Section 3.03 of this Second Supplemental Indenture1108, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2016 Notes and the 2021 Notes to repurchase all or any and all part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of such holder’s 2016 the Notes and 2021 Notes at a repurchase price pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Section 3.04the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 Notes and 2021 Notes repurchased to be repurchased up to, but not including, the repurchase date of repurchase (the “Change of Control Payment”). With respect to the Notes, within Within 30 days following any Change of Control Triggering EventEvent or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to holders Holders of Notes with a copy to the Trustee describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Supplemental Indenture (Quest Diagnostics Inc)

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Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the 2016 2014 Notes and the 2021 2019 Notes in full, as set forth in Section 3.03 of this Second First Supplemental Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2016 2014 Notes and the 2021 2019 Notes to repurchase any and all (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of such holder’s 2016 2014 Notes and 2021 2019 Notes at a repurchase price set forth in this Section 3.04. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 2014 Notes and 2021 2019 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 2014 Notes and 2021 2019 Notes to be repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”). With respect to the Notes, within 30 days following any Change of Control Triggering Event, the Company shall mail a notice to holders Holders of Notes with a copy to the Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”).

Appears in 1 contract

Samples: Watson Pharmaceuticals Inc

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the a series of Notes, unless the Company shall have exercised its option right to redeem the 2016 such Notes and the 2021 Notes in full, as set forth described in Section 3.03 4.01 of this Second Seventh Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each holder Holder of the 2016 Notes and the 2021 applicable Notes to repurchase all or any and all part (equal to $2,000 or an any integral multiple multiples of $1,000 in excess of $2,000thereof) of that Holder’s Notes of such holder’s 2016 Notes and 2021 Notes at a repurchase price series on the terms set forth in this Section 3.044.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 Notes and 2021 Notes to be repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”)repurchase. With respect to the Notes, within Within 30 days following any Change of Control Triggering EventRepurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a notice to holders of Notes each Holder, with a copy to the Trustee Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the such Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Indenture (Juniper Networks Inc)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the 2016 Notes and the 2021 Notes in full, as set forth described in Section 3.03 4.01 of this Second Fourth Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each holder Holder of the 2016 Notes and the 2021 Notes to repurchase all or any and all part (equal to $2,000 or an integral any multiple of $1,000 in excess of $2,000thereof) of such holderthat Holder’s 2016 Notes and 2021 Notes at a repurchase price on the terms set forth in this Section 3.044.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 Notes and 2021 Notes to be repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”)repurchase. With respect to the Notes, within Within 30 days following any Change of Control Triggering EventRepurchase Event with respect to the Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a notice to holders Holders of Notes Notes, with a copy to the Trustee Trustee, describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Juniper Networks Inc)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the 2016 2013 Notes, the 2015 Notes and the 2021 2020 Notes in full, as set forth in Section 3.03 of this Second First Supplemental Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2016 2013 Notes, the 2015 Notes and the 2021 2020 Notes to repurchase any and all (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of such holder’s 2016 2013 Notes, 2015 Notes and 2021 2020 Notes at a repurchase price set forth in this Section 3.04. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 2013 Notes, 2015 Notes and 2021 2020 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 2013 Notes, 2015 Notes and 2021 2020 Notes to be repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”). With respect to the Notes, within 30 days following any Change of Control Triggering Event, the Company shall mail a notice to holders of Notes with a copy to the Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”).

Appears in 1 contract

Samples: Supplemental Indenture (Life Technologies Corp)

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