Mandatory Redemption Offer definition
Examples of Mandatory Redemption Offer in a sentence
On the Mandatory Payment Date, the Issuer or any of its Subsidiaries shall deliver to any Holders that have elected to tender all or any portion of their respective Notes for purchase pursuant to such Mandatory Redemption Offer, an amount equal to the aggregate purchase price for such Notes.
Any Mandatory Redemption Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws.
On or before the second Business Day prior to the applicable Mandatory Payment Date, each Holder shall notify the Issuer in writing of the amount of such Holder’s Notes eligible for redemption that such Holder wishes to tender for purchase pursuant to such Mandatory Redemption Offer; provided that, in the event any Holder does not so notify the Issuer on or before such second Business Day, such Holder shall be deemed to have elected not to tender any of such Holder’s Notes for purchase.
In the event that there are excess funds following completion of such Mandatory Redemption Offer or in the event there are excess moneys and no Mandatory Redemption Event is required, such funds shall be transferred to the Issuer Revenue Fund.
The U.S. Exchange Agent will appoint a U.S. broker dealer (the “U.S. Broker”) to execute the sale of the aggregated number of fractional ADSs resulting from the exchange of Sonera ADSs for ADSs pursuant to the terms of the Mandatory Redemption Offer.
In the event of an amendment to or extension of the mandatory Redemption Offer, the U.S. Exchange Agent will follow the reasonable instructions of the Company with respect to the amended or extended Mandatory Redemption Offer to the extent consistent with this Agreement.
In accordance with the terms of the Mandatory Redemption Offer, the U.S. Exchange Agent shall deem any holder of Sonera ADS who otherwise validly tenders their Sonera ADSs in the U.S. Offer but fails to make a valid election as to the consideration to be delivered in exchange to have elected to receive TeliaSonera ADSs in exchange for the Sonera ADSs tendered.
The Company hereby appoints Citibank, N.A. to act as “U.S. Exchange Agent” in connection with the Mandatory Redemption Offer and Compulsory Acquisition and as such to perform, or cause to be performed, the services of the U.S. Exchange Agent identified in Schedule I attached hereto (the “Services Schedule”).
The U.S. Exchange Agent hereby agrees that all securities, funds or other assets (collectively, the “Property”) deposited with or received by it in such capacity under the U.S. Offer constitute a special, segregated account, held solely for the benefit of the Company and the holders and beneficial owners of Sonera ADSs who tender their Sonera ADSs to the U.S. Exchange Agent in the U.S. Offer, as their interests may appear within the terms of the Mandatory Redemption Offer.
In addition, due to restrictions under the securities laws of Australia, the Hong Kong Special Administrative Region of the People’s Republic of Chins, Japan and New Zealand, holders of Sonera Securities with registered addresses in, and who are residents of, such jurisdictions may not elect to receive Shares, ADSs or Warrants in connection with the Mandatory Exchange Offer, but may tender their Sonera Securities in the Mandatory Redemption Offer for cash.