Common use of Change of Control Put Clause in Contracts

Change of Control Put. In the event that a Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day 30 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereof.

Change of Control Put. In the event that a Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture CODES may be repurchased in part unless the portion of the principal amount of such Debenture CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures CODES to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such DebenturesCODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and the provisions of Section 2.1 hereof.

Change of Control Put. In the event that a Change of in Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture CODES may be repurchased in part unless the portion of the principal amount of such Debenture CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day 30 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures CODES to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such DebenturesCODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereof.

Change of Control Put. In the event that a Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereof.

Change of Control Put. In The Issuer or the event that Company shall give the Holder not less than 30 days’ prior written notice of a Change of Control shall occur, each Holder shall have Transaction. Upon the right occurrence of a Change of Control Transaction (each, a the date of such consummation being the “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase RightDate”), at the Holder’s optionHolder of this Debenture shall have the option to elect, but subject to the provisions within 60 days after such Change of Section 11.2 hereofControl Date, to require the Company to repurchase, and upon the exercise of such right Issuer or the Company shall repurchaseor the acquiring entity to repurchase this Debenture, all in whole or in part, in integral multiples of such Holder’s Debentures not theretofore called for redemption$1,000, or any portion in cash at the Change of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder Control Price determined pursuant to this Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date 6 (the “Change of Control Repurchase Put Date” and”), together by delivering written notice thereof to the Issuer or the Company or the acquiring entity (a “Change of Control Put Notice”), which notice shall indicate the principal amount of the Debenture that the Holder is electing to have redeemed. Upon receipt of a Change of Control Put Notice(s) from any other Holders, the Issuer or the Company or the acquiring entity, shall promptly, but in no event later than one (1) Business Day following such receipt, notify the Holder of the their receipt thereof. The Issuer or the Company or the acquiring entity shall deliver the Change of Control Price simultaneously with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day 30 days after the date consummation of the Change of Control if the Change of Control Put Notice is delivered prior to the Change of Control Date and within five (5) Business Days after receipt of such notice otherwise. Payments provided for in this Section 6 shall have priority to payments to Issuer or Company Notice at stockholders, as applicable, in connection with a purchase price in cash equal to 100Change of Control. The “Change of Control Price” shall be 120% of the principal amount of the Debentures to be repurchased (repurchased. The Issuer and the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date Company shall be payable jointly and severally liable for any payments to the Holders of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Holder under this Section 2.1 hereof6.

Change of Control Put. In Upon the event that occurrence of a Change of Control (whether the consideration is cash, securities or other property, or a combination thereof), the Company shall occuroffer, and each Holder of the Notes shall have the right to require the Company, to repurchase all, or a portion (eachequal to the Cash Percentage multiplied by the Accreted Value) of such Holder's Notes at a cash price (the "CHANGE OF CONTROL PAYMENT") equal to the greater of (i) the sum of 101% of the Accreted Value of the Notes to be repurchased and the Full Cash Payment (the "ACCELERATED AMOUNT"), and (ii) the Fair Market Value (as determined in Section 8.18(c)) of the consideration (whether such consideration is cash, securities or other property, or a “combination thereof) that such Holder would have received had it converted its Notes to be repurchased at the Accelerated Amount into shares of Common Stock immediately prior to such Change of Control, in each case plus any accrued and unpaid cash interest thereon to the date of repurchase. (i) Within 30 days following any Change of Control, the Company shall mail a notice to the Holders of the Notes, at the Holders' addresses as they appear on the transfer books of the Company, stating: (A) that an offer is being made pursuant to this Section 8.18(b) and that all Notes tendered and not withdrawn will be accepted for payment; (B) the circumstances and relevant facts regarding such Change of Control Repurchase Right” and(including information with respect to PRO FORMA historical income, together with the Optional Repurchase Rightcash flow and capitalization, each after giving effect to such Change of Control); (C) the purchase price and the purchase date (which shall be a “Repurchase Right”Business Day), at which shall be not later than 60 days from the Holder’s optiondate such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (D) that any Notes not tendered will continue to accrue Accreted Value and interest pursuant to their terms; PROVIDED, but subject to that the provisions of Full Cash Payment provided in Section 11.2 hereof8.18(a) shall not be made; (E) that, to require unless the Company to repurchase, and upon defaults in the exercise payment of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day 30 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; providedPayment, however, that installments of Interest all Notes accepted for payment pursuant to the repurchase offer made pursuant to this Section 8.18(b) (including Contingent Interestthe "CHANGE OF CONTROL OFFER") shall cease to accrue Accreted Value and interest on Debentures whose Stated Maturity is prior to or on and after the Change of Control Repurchase Date Payment Date; and (F) the procedures that Holders must follow to accept the Change of Control Offer. (ii) The Company shall be payable have the Change of Control Offer remain open for at least 20 Business Days or for such longer period as is required by law. (iii) On the Change of Control Payment Date, the Company shall: (A) accept for payment all Notes or portions thereof validly tendered and not withdrawn pursuant to the Holders Change of Control Offer; (B) pay to each Holder of Notes so accepted the Change of Control Payment in accordance with the terms of this Section in cash in immediately available funds. (iv) If any of the Notes are partially tendered to the extent permitted under Section 8.18(b), the Company shall execute, issue and mail to such DebenturesHolder, or one or more Predecessor Securities, registered as such on a new Note with a full Accreted Value equal to that of any unpurchased portion of the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereofNotes surrendered.

Change of Control Put. In To the event that extent practical, the Issuer shall give the Holders not less than 30 days prior written notice of a Change of Control shall occur, each Holder shall have Transaction. Upon the right occurrence of a Change of Control Transaction (each, a the date of such occurrence being the “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase RightDate”), at any time during the Holder’s option60 days beginning on the Change of Control Date the Holder of this Debenture may require the Issuer to repurchase this Debenture, but subject in whole or in part in integral multiples of $1,000, in cash at the Change of Control Price determined pursuant to this Section 6(d) plus accrued and unpaid interest to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Put Date” and”), together by delivering written notice thereof to the Issuer (a “Change of Control Put Notice”), which notice shall indicate the principal amount of the Debenture that the Holder is electing to have redeemed by the Issuer. Upon the Issuer’s receipt of a Change of Control Put Notice(s) from any other Holders, the Issuer shall promptly, but in no event later than one Business Day following such receipt, notify the Holder of the Issuer’s receipt thereof. The Issuer shall deliver the Change of Control Price simultaneously with the Optional Repurchase Date, each a “Repurchase Date”) that consummation of the Change of Control if the Change of Control Put Notice is a received prior to the consummation of such Change of Control and within five Business Day 30 days Days after the date Issuer’s receipt of the such notice otherwise. Payments provided for in this Section 6(d) shall have priority to payments to Issuer or Company Notice at stockholders, as applicable, in connection with a purchase price in cash equal to 100Change of Control. The “Change of Control Price” shall be 200% of the principal amount of the Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereofrepurchased.