that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30
days and no later than 60 days from the date such notice is mailed (a Change of Control Payment Date), and describing the instructions determined by the Company, consistent with this covenant, that a Holder of the Securities must
follow in order to have its Securities purchased. The notice shall, if mailed or sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on
or prior to the Change of Control Payment Date.
In order to accept the Change of Control Offer, the Holder must, subject to Applicable
Procedures for Global Securities, deliver to the Paying Agent, at least five Business Days prior to the Change of Control Payment Date, this Security together with the form entitled Election Form (which form is annexed hereto) duly
completed, or a facsimile transmission or a letter from a member of a national securities exchange, or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth:
Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be
accepted for less than the entire principal amount of this Security, but in that event the principal amount of this Security remaining outstanding after repurchase must be equal to $2,000 and in integral multiples of $1,000 in excess thereof.
On the Change of Control Payment Date, the Company shall, to the extent lawful:
The Company shall not be required to make a Change of Control Offer upon the
occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities of
this series properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities of this series if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the
Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the repurchase of the Securities of this series as a result of a
RPM International Inc. (NYSE: RPM) owns subsidiaries that are world leaders in coatings, sealants, building materials and related services. From homes to precious landmarks worldwide, their brands are trusted by consumers and professionals alike to protect, improve and beautify. Among its leading consumer brands are Rust-Oleum, DAP and Zinsser. Learn more about RPM brands >>
RPM is a compelling long-term investment.
The percent by which RPM's 10-year total return has bested the S&P 500. More reasons >>
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