Repurchase Offer. In the event that, pursuant to Section 4.05 hereof, the Company or a Restricted Subsidiary is required to commence an offer to all Holders to purchase Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of at least 20 Business Days following its commencement, except to the extent that a shorter or longer period is permitted or required, as the case may be, by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will purchase at the purchase price (as determined in accordance with Section 4.05 hereof, as the case may be) the principal amount of Notes required to be purchased pursuant to Section 4.05 hereof, as the case may be (the “Offer Amount”) and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Repurchase Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, to, but not including, the Payment Date will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company will deliver or cause to be delivered a notice to each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The notice, which will govern the terms of the Repurchase Offer, will state:
Repurchase Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.08, 4.10 or 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.08, 4.10 or 4.14 by virtue of such compliance.
Repurchase Offer. (a) In the event that, pursuant to Section 4.09 hereof, the Company shall commence a Repurchase Offer, the Company shall follow the procedures in this Section 13.01.
Repurchase Offer. Upon the occurrence of any Repurchase Event (as defined herein), the Company shall (i) deliver an offer (an "Option Repurchase Offer") to repurchase the Option from Grantee at a price (the "Option Repurchase Price") equal to the amount by which (A) the Competing Transaction Price (as defined below) exceeds (B) the Option Price, multiplied by the maximum number of Option Shares for which the Option may then be exercised by Grantee, and (ii) deliver an offer (an "Option Share Repurchase Offer") to repurchase any Option Shares held by Grantee at a price (the "Option Share Repurchase Price") equal to the Competing Transaction Price multiplied by the number of Option Shares then held by Grantee, each of which offers shall not be revoked, and may be accepted by Grantee upon delivery of a written notice to the Company, at any time prior to the first to occur of the Option Expiration Date and the Option Termination Date. Any such notice shall specify a date on which the repurchase of the Option and/or Option Shares shall occur not earlier than three (3) Business Days and not later than ten (10) Business Days after the date on which such notice is delivered. The term "Competing Transaction Price" shall mean, as of any date for the determination thereof, the price per share of Class A Company Common Stock paid to the holders thereof upon the consummation of a Competing Transaction or, in the event of a Competing Transaction by way of a sale of assets of the Company, the Fair Market Value of a share of Class A Company Common Stock determined as of the fourth trading day following the announcement of such sale. For purposes of this Agreement, "Competing Transaction" shall mean any of the following (other than the Merger): (i) any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination, involving the Company or any Material Subsidiary or the issuance or acquisition of shares of capital stock or other equity securities of the Company or any Material Subsidiary representing 50% or more (by voting power) of the outstanding capital stock of the Company or such Material Subsidiary (except for the issuance of shares of Company Common Stock pursuant to employee stock options granted under the Plan and outstanding on the date of this Agreement or the issuance of the Option to Parent) or (ii) any tender or exchange offer after consummation of which, any Person, together with all Affiliates thereof, beneficially owns shares of capita...
Repurchase Offer. In the event that the Company repurchases or redeems any portion of the principal amount of the Company’s 7 ¾% Notes due 2011, the Company shall make an offer to repurchase, for the same type of consideration offered to the holders of the Company's 7 ¾% Notes due 2011, the same portion of the principal amount of the Securities (a "Section 4.05 Repurchase Offer"). The repurchase price for the Section 4.05 Repurchase Offer shall be equal to 100% of the principal amount of the Securities plus any accrued and unpaid Interest to but excluding the repurchase date; provided, however, that if the price at which the Company’s 7 ¾% Notes due 2011 were redeemed or repurchased exceeded 100% of the principal amount thereof (the percentage by which such redemption or repurchase price exceeded the principal amount of the Company’s 7 ¾% Notes due 2011 being referred to as the "Premium"), then the repurchase price for the Securities pursuant to the Section 4.05 Repurchase Offer shall exceed 100% of the principal amount thereof by a percentage equal to the Premium. If the Company is obligated both under this Section 4.05 and under any other Section of this Indenture to make an offer to repurchase the Securities, then the repurchase price for the Securities shall be equal to the greater of the repurchase price required pursuant to this Section 4.05 or the repurchase price required under such other Section of the Indenture. A Section 4.05 Repurchase Offer shall be conducted pursuant to the conditions and procedures set forth in Sections 3.07 and 3.09 of this Indenture, as applicable, with such modifications thereto as agreed to by the Trustee.
Repurchase Offer. In the event that an Initial Public Offering has not been completed on or prior to the fifth anniversary of the Issue Date (the "Triggering Date"), the Company will be required to make an offer to purchase (the "Repurchase Offer") all outstanding Warrants issued by it in cash at the Repurchase Price no later than 120 days after the Triggering Date. If an Initial Public Offering relating to the Company occurs at any time between the Triggering Date and 90 days after the expiration date for a Repurchase Offer pursuant to the preceding sentence, the Company will pay to each Holder of Warrants that were purchased in such offer an amount in cash equal to the number of Warrants purchased multiplied by the excess, if any, of (i) the value, as determined pursuant to the terms of an Initial Public Offering (net of applicable underwriting discounts and placement fees) of the number of Warrant Shares issuable upon the exercise of one Warrant over (ii) the Repurchase Price paid by the Company for each Warrant in such Repurchase Offer.
Repurchase Offer. As soon as reasonably practicable after the Closing, POAMI shall commence a change of control repurchase offer for the then-outstanding 135/8% Senior Subordinated Discount Notes due June 2005 (the “Senior Sub Discount Notes”) on substantially the same terms as are contemplated by the Indenture (the “Indenture”) dated as of May 17, 1995, between POAMI, POI, Protection One Alarm Services, Inc., A-Able Lock & Alarm, Inc. and The First National Bank of Boston. To the extent that any Senior Sub Discount Notes remain outstanding following expiration of the change of control repurchase offer, POAMI shall use the cash amount that otherwise would have been used to repurchase such Senior Sub Discount Notes in the manner as stipulated in the Amended and Restated Credit Agreement.
Repurchase Offer. 64 4.15 Board Composition of Parent..................................................64 SECTION 5. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB....................64 5.1 Accuracy of Representations..................................................64
Repurchase Offer. Promptly after the execution of this Agreement, the Company shall offer to repurchase, as of the Closing Date, all outstanding stock options of the Company for an aggregate purchase price of $1,135,546 (the "Repurchase Offer"). The offering documents to be sent to such option holders shall be in form and substance reasonably acceptable to Parent.
Repurchase Offer. In the event that the Company shall be required to commence an offer to all Holders to repurchase Notes (a "Repurchase Offer") pursuant to Section 4.07 hereof, an "Excess Proceeds Offer," or pursuant to Section 4.06 hereof, a "Change of Control Offer," the Company shall follow the procedures specified below.
