Repurchase Upon Fundamental Change. Subject to the other terms of this Section 6, if a Fundamental Change occurs, then the Holder will have the right to require the Company to repurchase this Note (or any portion of this Note in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.
Repurchase Upon Fundamental Change. Upon the occurrence of a Fundamental Change, each Holder shall have the right, at such Holder’s option, subject to the terms and conditions of this Article 3, to require the Company to repurchase for cash all or any portion of such Holder’s Notes in integral multiples of $1,000 principal amount at a price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Fundamental Change Repurchase Date; provided that if the Fundamental Change Repurchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the interest accrued to such Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to the principal amount of Notes subject to repurchase and shall not include any accrued and unpaid interest (including Additional Interest, if any). Upon a valid exercise of such an option, the Company shall be required to repurchase the Notes on a date selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no earlier than 20 days or later than 35 days after the date on which the Company mails the notice contemplated by this Section 3.01, subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.01(c). Within 10 Trading Days after the effective date of a Fundamental Change, and, with respect to a Fundamental Change described in clause (ii) of the definition thereof, at least 10 Trading Days prior to the anticipated effective date of such Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail (or send pursuant to Applicable Procedures) to the Trustee and to each Holder at their addresses shown in the register of the Registrar (and to beneficial owners as required by applicable law). The notice shall include a form of written notice (a “Fundamental Change Repurchase Notice”) to be completed by the Noteholder and shall state:
Repurchase Upon Fundamental Change. Following a Fundamental Change (the date of each such occurrence being the "Fundamental Change Date") prior to the Maturity Date, the Company shall notify the holders of Notes in writing of such occurrence and shall make an offer (the "Fundamental Change Offer") to repurchase all Notes then outstanding at a repurchase price in cash (the "Fundamental Change Payment") equal to 100% of the principal amount thereof, plus accrued and unpaid interest up to, but not including, the Fundamental Change Payment Date (as defined below).
Repurchase Upon Fundamental Change. If Sea undergoes a “fundamental change” (as defined in the Convertible Notes Preliminary Prospectus Supplement under “Description of the Notes—Repurchase upon Fundamental Change”), subject to certain conditions and a limited exception described in the Convertible Notes Preliminary Prospectus Supplement, holders may require Sea to repurchase for cash all or part of their Notes in principal amounts of US$1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. See “Description of the Notes—Repurchase upon Fundamental Change” in the Convertible Notes Preliminary Prospectus Supplement.
Repurchase Upon Fundamental Change. 24 SECTION 4.7 Appointments to Fill Vacancies in Trustee's Office......................................... 27 SECTION 4.8 Stay, Extension and Usury Laws............................................................. 27 SECTION 4.9 Taxes...................................................................................... 27 SECTION 4.10 Investment Company Act.................................................................... 27 ARTICLE 5 SUCCESSORS............................................................................................. 28
Repurchase Upon Fundamental Change. Following a Fundamental Change (the date of each such occurrence being the "Fundamental Change Date") prior to the Maturity Date, the Company shall notify the holders of Notes in writing of such occurrence and shall make an offer (the "Fundamental Change Offer") to repurchase all Notes then outstanding at a repurchase price in cash (the "Fundamental Change Payment") equal to 100% of the principal amount thereof, plus accrued and unpaid interest up to, but not including, the Fundamental Change Payment Date (as defined below). Notice of a Fundamental Change shall be mailed by or at the direction of the Company to the holders of Notes as shown on the Register and to beneficial owners as required by law not more than 30 days after the applicable Fundamental Change Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. During the period specified in such notice, holders of Notes may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. Payment of the Fundamental Change Payment shall be made by the Company in respect of Notes properly tendered pursuant to this Section 4.6 on the day (the "Fundamental Change Payment Date") which shall be the business day succeeding the 60th day after the date of the notice of the applicable Fundamental Change. The notice, which shall govern the terms of the Fundamental Change Offer, shall include such disclosures as are required by law and shall state:
Repurchase Upon Fundamental Change. The Company covenants and agrees that, in the event that there occurs a Fundamental Change (as defined in Section 4.05(b) hereof), each Holder will have the right, at such Holder's option, to require the Company to repurchase all, or any portion that is an integral multiple of $1,000, of such Holder's Securities on the Fundamental Change Purchase Date (as defined in Section 4.04 below) selected by the Company as provided below at a repurchase price (the "Fundamental Change Purchase Price") which is equal to 100% of the principal amount of such Securities plus accrued interest to the Fundamental Change Purchase Date.
Repurchase Upon Fundamental Change. Each Holder will have the right to cause the Company to repurchase for cash all or from time to time a portion of the Notes held by such Holder at any time upon the occurrence of a “Fundamental Change” (change of control or de-listing), at 100% pursuant to a high-yield change of control offer plus all interest that otherwise would have been due through the Maturity Date (using a discount rate of T+50).
Repurchase Upon Fundamental Change. Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. In connection with any Repurchase Upon Fundamental Change, the Company shall, to the extent required (i) comply with the provisions of Rule 13e-4, Rule 14e-1, Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to repurchase the Securities; provided that any time period specified in this Article 3 shall be extended to the extent necessary for such compliance.
Repurchase Upon Fundamental Change. 25 SECTION 4.03. NOTICES, ETC.............................................25
