Common use of Adequacy and Effect of Purchase Notice or Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default Clause in Contracts

Adequacy and Effect of Purchase Notice or Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. The Company shall reasonably determine whether the Purchase Notice or Fundamental Change Purchase Notice delivered by the relevant Holders satisfies the conditions set out in Section 10.02(a), Section 10.01(b) and Section 10.03 for such notices. The Company’s determination under this Section 10.03(b) will be binding and conclusive, absent manifest error. Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 10.02(a) or Section 10.01(b), as applicable, the Holder of the Notes in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such Notes. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Notes (provided the conditions in this Article 10 have been satisfied) and (y) the time of delivery or book-entry transfer of such Notes to the Paying Agent by the Holder thereof in the manner required by Section 10.02 or Section 10.01, as applicable. Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.

Adequacy and Effect of Purchase Notice or Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. The Company shall reasonably determine whether the Purchase Notice or Fundamental Change Purchase Notice delivered by the relevant Holders satisfies the conditions set out in Section 10.02(a11.02(a), Section 10.01(b11.01(b) and Section 10.03 11.03 for such notices. The Company’s determination under this Section 10.03(b11.03(b) will be binding and conclusive, absent manifest error. Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 10.02(a11.02(a) or Section 10.01(b11.01(b), as applicable, the Holder of the Notes Securities in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such NotesSecurities. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Notes Securities (provided the conditions in this Article 10 11 have been satisfied) and (y) the time of delivery or book-entry transfer of such Notes Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.02 11.02 or Section 10.0111.01, as applicable. Notes Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.

Adequacy and Effect of Purchase Notice or Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. The Company shall reasonably determine whether the Purchase Notice or Fundamental Change Purchase Notice delivered by the relevant Holders satisfies the conditions set out in Section 10.02(a11.02(a), Section 10.01(b11.01(b) and Section 10.03 11.03 for such notices. The Company’s determination under this Section 10.03(b11.03(b) will be binding and conclusive, absent manifest error. Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 10.02(a11.02(a) or Section 10.01(b11.01(b), as applicable, the Holder of the Notes Securities in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such NotesSecurities. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Notes Securities (provided the conditions in this Article 10 11 have been satisfied) and (y) the time of delivery or book-entry transfer of such Notes Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.02 11.02 or Section 10.0111.01, as applicable. Notes Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted exchanged on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.

Adequacy and Effect of Purchase Notice or Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. The Company shall reasonably determine whether the Purchase Notice or Fundamental Change Purchase Notice delivered by the relevant Holders satisfies the conditions set out in Section 10.02(a), Section 10.01(b) 11.01 and Section 10.03 11.02 for such notices. The Company’s determination under this Section 10.03(b11.02(b) will be binding and conclusive, absent manifest error. Upon receipt by the Company of the Purchase Notice or a Fundamental Change Purchase Notice specified in Section 10.02(a) or Section 10.01(b11.01(b), as applicable, the Holder of the Notes Securities in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such NotesSecurities. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly within two (2) Business Days following the later of (xa) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Notes Securities (provided the conditions in this Article 10 11 have been satisfied) and (yb) the time of delivery or book-entry transfer of such Notes Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.02 or Section 10.01, as applicable11.01. Notes Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted exchanged on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has first been validly withdrawn as specified in the following two paragraphs. A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m., New York City time, on the Business Day prior to the Fundamental Change Purchase Date to which it relates, specifying: (i) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted; (ii) if certificated, the certificate number of the Securities in respect of which such notice of withdrawal is being submitted, or, if not certificated, the written notice of withdrawal must comply with appropriate DTC procedures; and (iii) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase Notice and which has been or shall be delivered for purchase by the Company. There shall be no purchase of any Securities pursuant to Section 11.01 if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Fundamental Change Purchase Price). The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this First Supplemental Indenture, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Fundamental Change Purchase Price) in which case, upon such return, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Adequacy and Effect of Purchase Notice or Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. The Company shall reasonably determine whether the Purchase Notice or Notice, Fundamental Change Purchase Notice or written notice of withdrawal delivered by the relevant Holders satisfies the conditions set out in Section 10.02(a8.01(b), Section 10.01(b8.02(a) and Section 10.03 8.03 for such notices. The Company’s determination under this Section 10.03(b8.03(b) will be binding and conclusive, absent manifest error. Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 10.02(a8.02(a) or Section 10.01(b8.01(b), as applicable, the Holder of the Notes Securities in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such NotesSecurities. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Notes Securities (provided the conditions in this Article 10 8 have been satisfied) and (y) the time of delivery or book-entry transfer of such Notes Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.02 8.02 or Section 10.018.01, as applicable. Notes Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.

Adequacy and Effect of Purchase Notice or Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. The Company shall reasonably determine whether the Purchase Notice or Notice, Fundamental Change Purchase Notice or written notice of withdrawal delivered by the relevant Holders satisfies the conditions set out in Section 10.02(a8.01(b), Section 10.01(b8.02(a) and Section 10.03 8.03 for such notices. The Company’s determination under this Section 10.03(b8.03(b) will be binding and conclusive, absent manifest error. Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 10.02(a8.02(a) or Section 10.01(b8.01(b), as applicable, the Holder of the Notes Securities in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such NotesSecurities. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Notes Securities (provided the conditions in this Article 10 8 have been satisfied) and (y) the time of delivery or book-entry transfer of such Notes Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.02 8.02 or Section 10.018.01, as applicable. Notes Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.