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. 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. 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. 34 Section 3.10 Application of Trust Money................................................. 36 ARTICLE FOUR COVENANTS
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. 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. If less than all the Warrants represented by a Warrant Certificate shall be tendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not tendered shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall make available for delivery the new Warrant Certificate to the Person or Persons entitled to receive the same; provided that the Holder of such Warrants shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants and any such transfer shall comply with applicable law.
Repurchase Offer. In connection with the occurrence of a Trigger Event, the Company shall make an offer to the Holders to purchase all of the outstanding Warrants in accordance with the terms set forth in this Section 8 (the “Repurchase Offer”) at a price in cash equal to the Repurchase Price. No later than thirty days prior to the date on which such Trigger Event is expected to occur (the date falling thirty days prior to the date on which the Trigger Event is expected to occur being referred to as the “Notice Deadline Date”), the Company shall send notice to each Holder stating that a Repurchase Offer is being made pursuant to this Section 8 and the circumstances and relevant facts regarding the Trigger Event.
