Common use of Change of Control Repurchase Event Clause in Contracts

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company has previously or substantially concurrently therewith or within 30 days thereafter delivered a notice of redemption with respect to all of the outstanding Notes as described in Article III of this Indenture, discharged this Indenture as described in Article VIII of this Indenture or exercised its legal defeasance option or covenant defeasance option as described in Article VIII of this Indenture, the Company is required to make an offer (the “Change of Control Offer”) to each holder of the Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that holder’s Notes, at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute a Change of Control, the Company will electronically deliver or mail a notice to each holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”).

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Triggering Event occurs with respect to the Notesoccurs, unless the Company has previously or substantially concurrently therewith or within 30 days thereafter delivered a notice of redemption with respect exercised its option to all of redeem the outstanding Notes (as described in Article III of this Indenture, discharged this Indenture as described in Article VIII of this Indenture or exercised its legal defeasance option or covenant defeasance option as described in Article VIII of this Indentureabove), the Company is shall be required to make an offer (the “"Change of Control Offer”") to each holder of the Notes to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess of $2,000 and in integral multiples of $1,000thereof) of that holder’s Notes's Notes on the terms set forth below. In the Change of Control Offer, at a repurchase price the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased repurchased, plus any accrued and unpaid interest interest, if any, on the Notes repurchased to, but excluding, to the date of repurchaserepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control Repurchase Triggering Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute a the Change of Control, the Company will electronically deliver or mail a notice shall be mailed to each holder, with a copy to holders of the Trustee, Notes describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Triggering Event and offering to repurchase the Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “"Change of Control Payment Date”").. The notice shall, if mailed 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. On the Change of Control Payment Date, the Company shall, to the extent lawful:

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company has previously or substantially concurrently therewith or within 30 days thereafter delivered a notice of redemption with respect to all of the outstanding Notes as described in Article III of this Indenture, discharged this Indenture as described in Article VIII of this Indenture or exercised its legal defeasance option right to redeem, or covenant defeasance option as described in Article VIII of this Indenturehas defeased or satisfied and discharged the Notes, the Company is required to will make an offer (the “Change of Control Offer”) to each holder Holder of the Notes to repurchase all or any part (in excess minimum denominations of $2,000 €100,000 and thereafter in integral multiples of $€1,000) of that holderHolder’s Notes, Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, to but excluding, excluding the date of repurchasepurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute a an impending Change of Control, the Company will mail (or send electronically deliver or mail in accordance with applicable procedures of Euroclear and Clearstream) a notice to each holderHolder, with a copy to the TrusteeTrustee and the Paying Agent, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (mailed. The notice shall, if 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 Payment Date”)Repurchase Event occurring on or prior to the payment date specified in the notice.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company has previously or substantially concurrently therewith or within 30 days thereafter delivered a notice of redemption with respect exercised its right to all of redeem the outstanding Notes as described in Article III of this Indenture, discharged this Indenture as described in Article VIII of this Indenture or exercised its legal defeasance option or covenant defeasance option as described in Article VIII of this IndentureSection 2.11, the Company is shall be required to make an offer (the “Change of Control Offer”) to each holder Holder of the Notes to repurchase repurchase, all or any part (in excess a minimum denomination of $2,000 and in integral multiples of $1,0001,000 in excess thereof) of that holderHolder’s Notes, Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased notes repurchased, plus any accrued and unpaid interest on the such Notes repurchased repurchase to, but excludingnot including, the date of repurchaserepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the a transaction or transactions that constitutes constitute or may constitute a Change of Control, the Company will electronically deliver or shall mail a notice to each holderHolder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (other than as required by law. The notice shall, if mailed prior to the “date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Payment Date”)Repurchase Event occurring on or prior to the payment date specified in the notice.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company has previously or substantially concurrently therewith or within 30 days thereafter delivered a notice of redemption with respect exercised its right to all redeem the Notes pursuant to paragraph 5 of the outstanding Notes as described in Article III of this Indenture, discharged this Indenture as described in Article VIII of this Indenture or exercised its legal defeasance option or covenant defeasance option as described in Article VIII of this IndentureNotes, the Company is required to will make an offer (the “Change of Control Offer”) to each holder Holder of the Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that holderHolder’s Notes, Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of the such Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excludingnot including, the date of repurchaseRepurchase Date (defined below). Within 30 days following any a Change of Control Repurchase Event or, at the option of the Company’s option, prior to any a Change of Control, but after the public announcement of the transaction that constitutes or may constitute a Change of Control, the Company will electronically deliver mail, or mail cause to be mailed, a notice to each holderHolder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the noticenotice (such offer the “Repurchase Offer” and such date the “Repurchase Date”), which date Repurchase Date will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed. The notice shall, if mailed (prior to the “date of consummation of the Change of Control, state that the Repurchase Offer is conditioned on a Change of Control Payment Repurchase Event occurring on or prior to the Repurchase Date”).

Change of Control Repurchase Event. (a) If In the event that there shall occur a Change of Control Repurchase Event occurs with respect to the NotesEvent, except as otherwise provided in this Article IX, or unless the Company has previously or substantially concurrently therewith or within 30 days thereafter delivered a notice of redemption with respect to all of the outstanding Notes as described in Article III of this Indenture, discharged this Indenture as described in Article VIII of this Indenture or exercised its legal defeasance option or covenant defeasance option as described right to redeem the Notes in accordance with Article VIII of this IndentureVII hereof, the Company is required to shall make an offer to each Holder of the Notes (the “Change of Control Offer”) to each holder of the Notes to repurchase purchase all or any part (in excess amounts of $2,000 1,000 and in integral multiples of $1,0001,000 in excess thereof) of that holdersuch Holder’s Notes, Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased thereof plus any accrued and unpaid interest on the Notes repurchased to, but excludingnot including, the date of repurchasepurchase (the “Change of Control Purchase Price”) in accordance with the procedures set forth in this Article IX. Within 30 days following any Change of Control Repurchase Event Event, or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute a Change of Control, the Company will electronically deliver shall be obligated to make the Change of Control Offer by mailing, or mail a notice causing to each holderbe mailed, to all Holders of Notes, with a copy to the Trustee, a notice describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase making the Notes on Change of Control Offer. The notice shall state the payment date specified in for the noticerepurchase of the Notes, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed. The notice shall, if mailed (prior to the “date of consummation of the Change of Control Payment Date”).Repurchase Event, also state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. On the payment date of the Change of Control Purchase Price as specified in the notice, the Company shall, to the extent lawful:

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company has previously or substantially concurrently therewith or within 30 days thereafter delivered a notice of redemption with respect exercised its right to all of redeem the outstanding Notes as described in Article III of this Indenture, discharged this Indenture as described in Article VIII of this Indenture or exercised its legal defeasance option or covenant defeasance option as described in Article VIII of this IndentureSection 3.01, the Company is required to will make an offer (the “Change of Control Offer”) to each holder Holder of the Notes to repurchase all or any part (in excess minimum denominations of $2,000 and in integral multiples of $1,0001,000 in excess thereof) of that holderHolder’s Notes, Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any unpaid interest, if any, accrued and unpaid interest on the Notes repurchased thereon to, but excluding, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute a Change of Control, the Company will electronically deliver or mail a notice to each holderHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed. The notice shall, if mailed (prior to the “date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Payment Date”).Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under 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 Notes as a result of a Change of Control

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the New Notes, unless the Company has previously or substantially concurrently therewith or within 30 days thereafter delivered a notice of redemption with respect exercised its right to all redeem the New Notes pursuant to paragraph 5 of the outstanding Notes as described in Article III of this Indenture, discharged this Indenture as described in Article VIII of this Indenture or exercised its legal defeasance option or covenant defeasance option as described in Article VIII of this IndentureNew Notes, the Company is required to will make an offer (the “Change of Control Offer”) to each holder Holder of the New Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that holderHolder’s Notes, New Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of the New Notes repurchased plus any accrued and unpaid interest on the New Notes repurchased to, but excludingnot including, the date of repurchaseRepurchase Date (defined below). Within 30 days following any a Change of Control Repurchase Event or, at the option of the Company’s option, prior to any a Change of Control, but after the public announcement of the transaction that constitutes or may constitute a Change of Control, the Company will electronically deliver mail, or mail cause to be mailed, a notice to each holderHolder of the New Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the New Notes on the payment date specified in the noticenotice (such offer the “Repurchase Offer” and such date the “Repurchase Date”), which date Repurchase Date will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed. The notice shall, if mailed (prior to the “date of consummation of the Change of Control, state that the Repurchase Offer is conditioned on a Change of Control Payment Repurchase Event occurring on or prior to the Repurchase Date”).

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company has previously or substantially concurrently therewith or within 30 days thereafter delivered a notice of redemption with respect exercised its option to all of redeem the outstanding Notes as described in pursuant to Article III IV of this Indenture, discharged this Indenture as described in Article VIII of this Indenture or exercised its legal defeasance option or covenant defeasance option as described in Article VIII of this First Supplemental Indenture, the Company is required to will make an offer (the “Change of Control Offer”) to each holder Holder of the Notes to repurchase all or any part (in excess a principal amount of $2,000 25 and in integral multiples of $1,00025 in excess thereof) of that holderHolder’s Notes, Notes (the “Change of Control Offer”) at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, the date Repurchase Price Payment Date, unless such Repurchase Price Payment Date falls after a Record Date for an Interest Payment Date and on or prior to the corresponding Interest Payment Date, in which case (x) the Company will pay, on or before such Interest Payment Date, the full amount of repurchaseaccrued and unpaid interest payable on such Interest Payment Date to the Holder of record at the Close of Business on such Record Date; and (y) the Repurchase Price will not include such accrued and unpaid interest. Within 30 days following any Change Repurchases of Control Repurchase Event orNotes under this Section 5.1 shall be made, at the option of the CompanyHolder thereof, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute a Change of Control, the Company will electronically deliver or mail a notice to each holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”).upon: