Special Mandatory Redemption Sample Clauses

Special Mandatory Redemption. If Parent does not consummate the ERICO Acquisition on or prior to December 31, 2015, or the ERICO Merger Agreement is terminated any time prior to such date (without replacement thereof) other than as a result of consummating the ERICO Acquisition, then the Company shall be required to redeem this Security on the Special Mandatory Redemption Date at a redemption price equal to 101% of the principal amount of this Security, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date. Notwithstanding the foregoing, installments of interest on this Security that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date shall be payable on such Interest Payment Dates to the registered Securityholders as of the close of business on the relevant regular record dates. The Company shall cause the notice of a Special Mandatory Redemption to be sent, with a copy to the Trustee, within five Business Days after the occurrence of the event triggering the obligation to effectuate the Special Mandatory Redemption to each Securityholder at its registered address. On or before the Special Mandatory Redemption Date, the Company shall deposit with the Trustee or a paying agent funds sufficient to pay the special mandatory redemption price of the Securities to be redeemed on the Special Mandatory Redemption Date. If funds sufficient to pay the special mandatory redemption price of the Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a paying agent on or before such Special Mandatory Redemption Date, and any applicable conditions set forth in the Indenture are satisfied, interest shall cease to accrue on the Securities on and after such Special Mandatory Redemption Date.
AutoNDA by SimpleDocs
Special Mandatory Redemption. If (i) the closing of the merger of Scorpion Corporation I, Inc. with and into USF Holding Corp., with USF Holding Corp. surviving as a wholly owned subsidiary of the Issuer, immediately followed by the merger of USF Holding Corp. with and into Scorpion Company II, LLC, with Scorpion Company II, LLC surviving as a wholly owned subsidiary of the Issuer (such transactions being collectively referred to herein as the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of December 8, 2013 (the “Merger Agreement”), among the Issuer, Scorpion Corporation I, Inc., Scorpion Company II, LLC and USF Holding Corp., has not occurred on or prior to October 8, 2015 substantially on the terms contemplated by the Merger Agreement as such Merger Agreement exists as of the Original Issue Date or (ii) the Merger Agreement is terminated at any time on or prior to October 8, 2015 (each of such events being a “Special Mandatory Redemption Trigger”), the Issuer shall, in accordance with this Section 2.9, redeem the Notes, in whole, at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest from and including the Original Issue Date, or the most recent date to which interest has been paid, whichever is later, to but not including the mandatory redemption date (the “Special Mandatory Redemption”). Within ten days of the occurrence of the Special Mandatory Redemption Trigger, the Issuer will give notice of the Special Mandatory Redemption to each Holder of the Notes and to the Trustee, stating, among other matters prescribed in the Indenture, that a Special Mandatory Redemption Trigger has occurred and that all of the Notes will be redeemed on the redemption date set forth in such notice (which will be no earlier than 15 days and no later than 30 days from the date such notice is given). Upon the occurrence of the closing of the Merger substantially on the terms contemplated by the Merger Agreement, the provisions of this Section 2.9 regarding the Special Mandatory Redemption will cease to apply. The provisions relating to Special Mandatory Redemption described above may not be waived or modified with respect to the Notes without the written consent of each Holder of the Outstanding Notes.
Special Mandatory Redemption. If (i) the La Quinta Acquisition is not consummated on or prior to July 17, 2018 (as such date may be extended under the terms of the La Quinta Acquisition Agreement, but in no event longer than 90 days after July 17, 2018, the “Outside Date”) or (ii) if an Acquisition Termination Event (as defined below) occurs at any time prior thereto (the events in clauses (i) and (ii), each a “Mandatory Redemption Event”), the Company will redeem all the Notes on the Special Mandatory Redemption Date at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date (subject to the right of holders of record on the relevant record date prior to said redemption to receive interest due on the relevant interest payment date). In the event of the occurrence of a Mandatory Redemption Event, the Company will deliver a notice of special mandatory redemption (a “Special Mandatory Redemption Notice”), or cause a Special Mandatory Redemption Notice to be provided to the Trustee for delivery, to the Holders of the Notes (with a copy to the Trustee if delivered by the Company), no later than five Business Days after the earlier to occur of (i) the Outside Date (if the La Quinta Acquisition has not closed by such date) or (ii) the occurrence of an Acquisition Termination Event. The “Special Mandatory
Special Mandatory Redemption. If, for any reason, (i) the Acquisition is not consummated on or prior to July 10, 2011 or (ii) the Stock Purchase Agreement is terminated on or prior to July 10, 2011, the Company shall redeem all of the Senior Notes on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. Promptly after the occurrence of the event triggering such redemption, the Company shall furnish the Trustee with an Officers’ Certificate to the effect that such event has occurred and, promptly after the occurrence of the event triggering such redemption, the Company shall either (i) give notice of such redemption to the holders of the Senior Notes in accordance with Section 3.02 of the Indenture or (ii) cause the Trustee to give such notice in the Company’s name and at its expense, by providing a written request to the Trustee, signed by the Company’s President, Treasurer or any Vice President; provided, however, that such written request is received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice of such redemption to the holders of the Senior Notes. In such event, the Company shall provide the Trustee with the information required by Section 3.02 of the Indenture. Such notice having been duly given, the redemption of the Senior Notes shall be made upon the terms and in the manner stated in Sections 3.02 and 3.03 of the Indenture, to the extent applicable and to the extent not inconsistent with this Section 1.09. If funds sufficient to pay the Special Mandatory Redemption Price of all of the Senior Notes to be redeemed on the Special Mandatory Redemption Date are deposited with a Paying Agent or the Trustee on or before such Special Mandatory Redemption Date, on and after such Special Mandatory Redemption Date, the Senior Notes will cease to bear interest and, other than the right to receive the Special Mandatory Redemption Price, all rights under the Senior Notes shall terminate.
Special Mandatory Redemption. If (i) the Escrow Agent has not received the Officer’s Certificate pursuant to Section 4.17 of the Indenture on or prior to the Escrow End Date, (ii) Merger Sub notifies the Escrow Agent and the Trustee in writing that Parent will not pursue the consummation of the Acquisition and that the Transaction Agreement has been terminated in accordance with its terms or (iii) Merger Sub fails to timely deposit (or cause to be timely deposited) any amounts required by Section 4.17 of the Indenture within three Business Days of the applicable deposit date (each of the above, a “Special Mandatory Redemption Event”), then the Escrow Agent shall, without the requirement of notice to or action by Merger Sub, the Trustee or any other Person, liquidate and release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee and the Trustee shall apply (or cause a paying agent to apply) such proceeds to redeem the Notes (the “Special Mandatory Redemption”) on the third Business Day following the Special Mandatory Redemption Event (the “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price (the “Special Mandatory Redemption Price”), equal to 100% of the issue price of the Notes, plus accrued and unpaid interest from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, as the case may be, to, but excluding, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to Merger Sub any Escrowed Property in excess of the amount necessary to effect the Special Mandatory Redemption.
Special Mandatory Redemption. In the event that the Rexam Acquisition is not consummated on or prior to November 15, 2016, or if prior to November 15, 2016 the Company notifies the Trustee in writing that the Rexam Acquisition has lapsed or been withdrawn, (such event being a “Mandatory Redemption Event”), the Company will redeem all outstanding Notes (the “Special Mandatory Redemption”) at a price equal to 100% of the issue price of such Notes, plus accrued and unpaid interest from the issue date to, but excluding, the Special Mandatory Redemption Date and additional amounts, if any. Notice of the occurrence of a Mandatory Redemption Event will be sent by the Company (a “Special Redemption Notice”) within five Business Days following the occurrence of a Mandatory Redemption Event, to the Trustee. The Special Redemption Notice will specify the date fixed for such Special Mandatory Redemption (the “Special Mandatory Redemption Date”), which date may not be any later than 15 days from the date of such Special Redemption Notice. Concurrently with the delivery of the Special Redemption Notice, the Company will instruct the paying agent to, at the Company’s expense, deliver (by first-class mail to each Holder’s registered address or otherwise in accordance with the procedures of Euroclear or Clearstream, as the case may be) a notice that a Special Mandatory Redemption will occur on the date specified in the Special Redemption Notice. Upon the consummation of the Rexam Acquisition, this Section 3.09 will cease to apply.
Special Mandatory Redemption. If a Special Mandatory Redemption of the Notes is to occur pursuant to Section 3.02 hereof, the Escrow Agent will cause the liquidation of all Escrowed Property then held by it and cause the release of the proceeds of such liquidated Escrowed Property to the Trustee in accordance with the terms of the Escrow Agreement. The Trustee shall apply such proceeds to the payment of the Special Mandatory Redemption Price, as set forth in Section 3.02 hereof.
AutoNDA by SimpleDocs
Special Mandatory Redemption. The Notes are subject to Special Mandatory Redemption as described in Section 3.03 of the Supplemental Indenture.
Special Mandatory Redemption. (a) In the event that (a) the Completion Date does not take place on or prior to the Escrow Longstop Date; (b) the Acquisition Agreement is terminated at any time prior to the Escrow Longstop Date; or (c) the occurrence of an Event of Default under Section 6.01(a)(6) hereof with respect to the Issuer on or prior to the Escrow Longstop Date (the date of any such event being the “Special Termination Date”), the Issuer will redeem all of the Notes (the “Special Mandatory Redemption”) at a price (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of each Note, plus accrued but unpaid interest, from the Issue Date to the Special Mandatory Redemption Date (as defined below and subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
Special Mandatory Redemption. (a) If (i) the Escrow Agent and the Trustee have not received an Officer’s Certificate and release notice on or prior to 11:59 p.m. Eastern Standard Time on April 3, 2017 (the “Outside Date”) certifying that, substantially concurrently with the Release (as defined below), the Escrow Release Conditions (as defined below) will be satisfied, or (ii) the Company shall have notified the Escrow Agent and the Trustee in writing in the form of an Officer’s Certificate stating that (x) Parent has abandoned the separation and distribution or (y) that the Escrow Release Conditions will not be satisfied (each of the events described in the foregoing clauses (i) and (ii), a “Special Mandatory Redemption Event”), then the Issuer will, on the Special Mandatory Redemption Date, redeem the Notes (the “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to (a) 100% of the principal amount of the Notes of if the Special Mandatory Redemption Event occurs on or before December 31, 2016 or (b) 101% of the principal amount of the Notes otherwise, in each case, plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date (subject to the right of Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date). “
Time is Money Join Law Insider Premium to draft better contracts faster.