Repurchase Offer Procedures Clause Samples
The Repurchase Offer Procedures clause outlines the specific steps and requirements that must be followed when a company offers to buy back its own securities from investors. Typically, this clause details the timing, method of notification, eligibility criteria, and the process for tendering securities, ensuring that all parties understand how and when the repurchase will occur. By establishing a clear and standardized process, this clause helps prevent confusion or disputes, ensuring fairness and transparency in the repurchase transaction.
Repurchase Offer Procedures. (a) A Repurchase Offer shall remain open for a period of no less than 30 days and no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 10.12 or 10.15 of this Indenture (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.
(b) 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 shall 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 shall be payable to Holders who tender Notes pursuant to the Repurchase Offer.
(c) Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders of Notes. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders of Notes. The notice, which shall govern the terms of the Repurchase Offer, shall state:
(i) that the Repurchase Offer is being made pursuant to this Article Fifteen and Section 10.12 or Section 10.15 of this Indenture, and the length of time the Repurchase Offer shall remain open;
(ii) the Offer Amount, the purchase price and the Purchase Date;
(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;
(iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest after the Purchase Date;
(v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased equal to $1,000 and integral multiples thereof;
(vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book entry transfer, to the Company, the Depositary, if appoin...
Repurchase Offer Procedures. 11 Section 10.4
Repurchase Offer Procedures. The Tender Offer will begin upon notification by the Fund to the Feeder Funds. At the beginning of each Tender Offer, the Feeder Funds will be notified of the deadline for providing their repurchase requests to the Fund (the "Repurchase Request Deadline"), which is the date the Tender Offer ends. The time between the notification of the Feeder Funds and the Repurchase Request Deadline may vary from no more than six weeks to no less than three weeks. For each Tender Offer the Fund will establish the Repurchase Request Deadline based on factors, such as market conditions, liquidity of the Fund's assets and other considerations. The repurchase price of the Shares will be the Net Asset Value per Share on the date designated by the Managers as the repurchase pricing date (the "Repurchase Pricing Date"). It is anticipated that normally the Repurchase Pricing Date will be the same date as the Repurchase Request Deadline, and if so, the Repurchase Request Deadline will be set for a time no later than the close of the New York Stock Exchange on such date provided that, at the discretion of the Managers, the Repurchase Pricing Date may occur no later than the fourteenth day after the Repurchase Request Deadline or the next business day if the fourteenth day is not a business day. Within such fourteen day period, the Fund may use an earlier Repurchase Pricing Date as permitted by Rule 23c-3 under the 1940 Act, and any successor provision. The Managers may establish other policies for repurchases of Shares that are consistent with the 1940 Act and other pertinent laws. Shares tendered by the Feeder Funds by any Repurchase Request Deadline will be repurchased subject to the aggregate repurchase amounts established for that Repurchase Request Deadline. Repurchase proceeds will be paid to the Feeder Funds, in cash, within seven days after each Repurchase Pricing Date. The end of the seven days is referred to as the "Repurchase Payment Deadline."