Notice of a Change of Control. The Company shall provide written notice to the Holder of a Change of Control reasonably promptly after public announcement thereof (and, in any event, not less than twenty (20) trading days prior to the consummation of such Change of Control) and such notice shall include (i) the projected date of consummation of the Change of Control to the extent known at the time such notice is delivered and (ii) the expected consideration to be received by the Company’s stockholders in such Change of Control.
Notice of a Change of Control. The Company shall provide written notice to the Holder of a Change of Control reasonably promptly after public announcement thereof (and, in any event, not less than twenty (20) trading days prior to the consummation of such Change of Control) and such notice shall include (i) the projected date of consummation of the Change of Control to the extent known at the time such notice is delivered and (ii) the expected consideration to be received by the Company’s stockholders in such Change of Control. (3) As used in this Warrant, a “Change of Control” shall mean (i) a merger or consolidation of the Company with another entity, in which the Company is not the survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting securities of the surviving entity, (ii) the consummation of a stock purchase agreement or other business combination of the Company with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), (iii) the sale, assignment, transfer, conveyance or other disposal of all or substantially all of the properties or assets or all or a majority of the outstanding voting securities of the Company, (iv) a purchase, tender or exchange offer accepted by the holders of a majority of the outstanding voting shares of capital stock of the Company directly or indirectly, in one or more related transactions, (v) a “person” or “group” (as -6-
Notice of a Change of Control. If there is a Change of Control, the Company shall transmit by first class mail to the Trustee and to all Holders of each series of Securities then Outstanding, as their names and addresses appear in the Security Register, written notice of the occurrence of such Change of Control within ten (10) days following such occurrence.
Notice of a Change of Control. Offer shall be sent, by first class mail, to each Holder not less than twenty-five (25) days nor more than forty-five (45) days before the Change of Control Payment Date, with copies to the Trustee, which notice shall, consistent with the provisions of this Section 4.17, govern the terms of the Change of Control Offer. Such notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Change of Control Offer and shall state:
Notice of a Change of Control. Offer shall be mailed by the Issuer to the Securityholders at their last registered addresses with a copy to the Trustee and the Paying Agent. The Change of Control Offer shall remain open from the time of mailing until the fifth Business Day preceding the Change of Control Payment Date. The notice, which shall govern the terms of the Change of Control Offer, shall state:
Notice of a Change of Control. Offer shall be sent, by first-class mail, postage prepaid, by the Company not later than the 30th day after the Change of Control Date to the Holders of the Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Change of Control Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Change of Control Offer, shall include such disclosures as are required by law and shall state:
Notice of a Change of Control. Offer shall be sent to the Trustee not more than 25 days after the Change in Control Date and to the Noteholders as shown on the register of Holders and the Trustee not more than 30 days after the Change in Control Date. The Change of Control Offer shall commence on the date such notice is given and shall remain open for not less than 30 days and nor more than 45 days, except to the extent that a longer period is required by Applicable Law. Upon expiration of such Change in Control Offer, the Company shall promptly purchase for Cash the 1997 Notes delivered for purchase at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any.
Notice of a Change of Control. Offer shall be mailed by the Company to the Holders at their registered addresses not less than 30 days nor more than 45 days before the Change of Control Payment Date. The Change of Control Offer shall remain open for at least 20 Business Days and until 5:00 p.m., New York City time, on the Business Day next preceding the Change of Control Payment Date. Substantially simultaneously with mailing of the notice, the Company shall cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York, State of New York.
Notice of a Change of Control. Offer shall be mailed by the Trustee (at the Company's expense) not more than 30 calendar days after the Change of Control to each Holder of the Securities at such Holder's last registered address appearing in the Register. The Change of Control Offer shall remain open from the time of the mailing until the Change of Control Purchase Date. The notice shall be accompanied by (i) the most recently filed Annual Report on Form 10-K of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q of the Company, and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required pursuant to Section 4.02), (ii) a description of any material developments in the Company's business since the latest annual or quarterly report filed 44 52 with the Trustee pursuant to Section 4.02 and, if material, any appropriate pro forma financial information (including but not limited to pro forma income, cash flow and capitalization after giving effect to such Change of Control) and (iii) such other information, if any, concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed investment decision. The Company shall provide the Trustee with copies of all materials to be delivered with such notice. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Change of Control Offer. The notice shall state:
Notice of a Change of Control. Offer shall be mailed by the Company or the Issuer to the Holders not less than 30 calendar days nor more than 60 calendar days before the Change of Control Payment Date. The Company or the Issuer shall cause a copy of such notice to be published in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort). The Change of Control Offer is required to remain open for at least 20 Business Days and until the close of business on the Change of Control Payment Date. Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender such Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed to the Trustee at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. Holders will be entitled to withdraw their tendered Notes and their election to require the Company or the Issuer to purchase such Notes, provided that the Trustee receives, no later than the close of business on the last day of the offer period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of Notes tendered for purchase and a statement that such Holder is withdrawing his or her tendered Notes and his or her election to have such Notes purchased. Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to (euro)1,000 in principal amount or an integral multiple thereof. Unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date. Any Note not properly tendered shall remain outstanding and continue to accrue interest.
