Common use of Debt Tender Offers Clause in Contracts

Debt Tender Offers. (i) As soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall use its reasonable best efforts to commence offers to purchase and consent solicitations with respect to all of the outstanding aggregate amount and all other amounts due of those series of the Company’s debt securities listed in Item 7.11(d)(i) of the Company Letter (the “Notes”), on such terms and conditions as may be agreed upon by Parent and the Company (including in each case the related consent solicitation, each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided that (A) the Company shall have received from Parent the completed Offer Documents which shall be in form and substance reasonably satisfactory to the Company and its counsel, and (B) Company’s counsel shall provide all legal opinions required in connection with this Section 7.11(d) other than with respect to such matters set forth on Item 7.11(d)(ii) of the Company Letter. Notwithstanding the foregoing, the closing of the Debt Tender Offers shall be conditioned on the receipt of requisite consents to amend the indentures relating to the Notes, the occurrence of the Closing and such other conditions agreed upon by Parent and the Company, and the parties shall use their reasonable best efforts to cause the Debt Tender Offers to close on the Closing Date and the Company shall not be required to commence any Debt Tender Offer until after the No-Shop Period Start Date. Subject to the preceding sentence, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers. The Company shall waive any of the conditions to the Debt Tender Offers (other than the occurrence of the Closing) as may be reasonably requested by Parent in writing and shall not, without the written consent of Parent, waive any condition to the Debt Tender Offers or make any changes to the Debt Tender Offers other than as agreed between Parent and the Company. The Company need not make any change to the terms and conditions of the Debt Tender Offers without the Company’s prior written consent, which shall not be unreasonably withheld, provided that such consent shall not be required for (A) any increase in any consideration payable in the Debt Tender Offers, (B) any extension of any consent date, price determination date, settlement date or expiration date, (C) any change in the provisions of the Note indentures being amended or deleted or in the terms of any such amendments or (D) for any change that is not material.

Debt Tender Offers. (i) As soon as reasonably practicable after the receipt of any written request by Parent to do sopracticable, the Company shall use its reasonable best efforts to shall, at the request of Parent, commence offers to purchase and related consent solicitations with respect to all of the outstanding aggregate principal amount and all other amounts due of those series of the Company’s debt securities listed in Item 7.11(d)(i7.75% Senior Notes due 2013 (the “2013 Notes”) of and the Company Letter Company’s 7-1/8% Senior Notes due 2008 (the “2008 Notes”, and together with the 2013 Notes, the “Notes”), ) on such terms and conditions as may be agreed upon by are requested by, and pursuant to documentation reasonably satisfactory in form and substance to, Parent and the Company (including in each case the related consent solicitationsolicitations, each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided that (A) . Promptly following receipt of the requisite consents pursuant to the consent solicitation, the Company shall have received from Parent execute supplemental indentures to (i) the completed Offer Documents Indenture, dated as of May 15, 2003, between the Company and Fifth Third Bank, as trustee (the “2013 Notes Indenture”) and (ii) the Indenture, dated as of May 21, 2003, between the Company and Fifth Third Bank, as trustee (the “2008 Notes Indenture” and, together with the 2013 Notes Indenture, the “Indentures”), reflecting the amendments to such Indentures consented to in the Debt Tender Offers, which supplemental indentures shall be in form and substance reasonably satisfactory to the Company Parent and its counsel, and (B) Company’s counsel shall provide all legal opinions required in connection with this Section 7.11(d) other than with respect to such matters set forth on Item 7.11(d)(ii) of the Company Letter. Notwithstanding the foregoing, the closing of the Debt Tender Offers shall be conditioned on the receipt of requisite consents to amend the indentures relating become operative prior to the Notes, the Effective Time subject to occurrence of the Closing Effective Time and such other conditions agreed upon by Parent and the Company, and the parties shall use their reasonable best efforts to cause the Debt Tender Offers trustees under the Indentures to close on the Closing Date and the Company shall not be required to commence any Debt Tender Offer until after the No-Shop Period Start Datepromptly enter into such supplemental indentures, as applicable. Subject to the preceding sentence, the The Company shall provide, and shall cause its Subsidiaries toRepresentatives to provide, and shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers. The closing of the Debt Tender Offers shall be conditioned on (i) the occurrence of the Closing, (ii) the Financing having been obtained, and (iii) such other conditions as are requested by Parent, and the parties shall, unless requested otherwise by Parent, cause the Debt Tender Offers to close on the Closing Date. The Company shall waive any condition of the Debt Tender Offers, and make any change, amendment or modification to the terms and conditions to of the Debt Tender Offers (including extensions thereof), as may be requested by Parent (other than a waiver or modification of the condition that the Debt Tender Offers be conditioned on the occurrence of the Closing) as may be reasonably requested by Parent in writing ), and shall will not, without the prior written consent of Parent, waive any condition to the Debt Tender Offers or make any changes to the Debt Tender Offers other than as agreed between Parent and the Company. The Company need not make any change change, amendment or modification to the terms and conditions of the Debt Tender Offers without (including any extension thereof). Parent and Cap Rock Holding shall advance or reimburse (at the Company’s discretion), or cause its affiliates to advance or reimburse, the Company for its reasonable out-of-pocket fees and expenses incurred or reasonably expected to be incurred pursuant to this Section 6.11. The Debt Tender Offers and other actions taken in connection therewith shall be conducted in accordance with the terms of the applicable Indentures and all applicable rules and resolutions of the SEC and other applicable Law. Notwithstanding anything to the contrary contained in this Agreement, prior written consentto the Effective Time, which shall not be unreasonably withheld, provided that such consent the Company shall not be required for (A) to take any increase in action that could obligate the Company to repurchase any consideration payable in Notes or incur any additional obligations to the holders of the Notes prior to the consummation of the Debt Tender Offers, (B) any extension of any consent date, price determination date, settlement date or expiration date, (C) any change in the provisions . The closing of the Note indentures being amended or deleted or in Debt Tender Offers shall not be a condition to the terms of any such amendments or (D) for any change that is not materialClosing.

Debt Tender Offers. (ia) As soon as reasonably practicable The Company shall, and shall cause its Subsidiaries to, use their respective commercially reasonable efforts to commence, promptly after the receipt of any a written request by from Parent to do so, the Company shall use its reasonable best efforts to commence offers to purchase purchase, and related consent solicitations with respect to to, all of the outstanding aggregate principal amount and all other amounts due of those series of the Company’s debt securities listed in Item 7.11(d)(inotes identified on Section 5.17(a) of the Company Parent Disclosure Letter (collectively, the “Notes”), ) on such the terms and conditions as may be agreed upon specified by Parent and the Company (including in each case the related consent solicitation, each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) ), and Parent shall assist the Company in connection therewith; provided that (A) the Company shall have received from Parent the completed Offer Documents which shall be in form and substance reasonably satisfactory to the Company and its counsel, and (B) Company’s counsel shall provide all legal opinions required in connection with this Section 7.11(d) other than with respect to such matters set forth on Item 7.11(d)(ii) of the Company Letter. Notwithstanding the foregoing, the closing of the Debt Tender Offers shall be conditioned on the receipt of requisite consents to amend the indentures relating to the Notes, the occurrence completion of the Closing and such other conditions agreed upon by Parent Merger and the Company, Debt Offers shall otherwise be consummated in compliance with applicable Laws and the parties SEC rules and regulations. The Company shall use their its commercially reasonable best efforts to cause the Debt Tender Offers to close on the Closing Date and the Company shall not be required to commence any Debt Tender Offer until after the No-Shop Period Start Date. Subject to the preceding sentence, the Company shall provide, and shall to cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives toto provide, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers. The With respect to any series of Notes, if requested by Parent in writing, in lieu of commencing a Debt Offer for such series (or in addition thereto), the Company shall waive any use its commercially reasonable efforts to, to the extent permitted by the indenture and officers’ certificates or supplemental indenture governing such series of Notes (i) issue a notice of optional redemption for all of the conditions outstanding principal amount of Notes of such series pursuant to the Debt Tender Offers requisite provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes or (other than ii) take actions reasonably requested by Parent that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of such series pursuant to the applicable provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes, and shall redeem or satisfy and/or discharge and/or defease, as applicable, such series in accordance with the terms of the indenture and officer’s certificate or supplemental indenture governing such series of Notes at the Effective Time, provided that no action described in clause (i) or (ii) shall be required to be taken unless it can be conditioned on the occurrence of the Closing) Effective Time, and provided, further, that the Company shall use its commercially reasonable efforts to cause the Company’s counsel to provide such legal opinions as may be reasonably requested by Parent in writing and shall not, without the written consent of Parent, waive any condition to the Debt Tender Offers or make any changes to the Debt Tender Offers other than as agreed between Parent and the Company. The Company need not make any change to the terms and conditions of the Debt Tender Offers without the Company’s prior written consent, which shall not be unreasonably withheld, provided that such consent shall not be required for (A) any increase in any consideration payable in the Debt Tender Offers, (B) any extension of any consent date, price determination date, settlement date or expiration date, (C) any change in the provisions of the Note indentures being amended or deleted or in the terms of connection with any such amendments redemption or (D) for satisfaction and discharge. Parent shall ensure that at the Effective Time the Surviving Corporation has all funds necessary in connection with any change that is not materialsuch Debt Offer, redemption, satisfaction, discharge or defeasance.

Debt Tender Offers. (i) As soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall use its reasonable best efforts to commence offers to purchase and (including change of control offers) and/or consent solicitations with respect related to any or all of the outstanding aggregate principal amount and all other amounts due of those any or all series of the Company’s notes, debentures or other debt securities listed in Item 7.11(d)(i) of the Company Letter (the “Notes”)or its Subsidiaries, on such terms and conditions as may be agreed upon conditions, including pricing terms, that are specified and requested, from time to time, by Parent and the Company (including in each case the related consent solicitation, each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided that (A) Parent shall only request the Company shall have received from Parent to conduct any Debt Tender Offer in compliance with the completed Offer Documents which shall be in form documents governing the applicable debt securities and substance reasonably satisfactory to the Company applicable U.S. Securities Laws and its counsel, and (B) Company’s counsel shall provide all legal opinions required in connection with this Section 7.11(d) other than with respect to such matters set forth on Item 7.11(d)(ii) of the Company LetterCanadian Securities Laws. Notwithstanding the foregoing, the closing of the Debt Tender Offers shall be conditioned on the receipt of requisite consents to amend the indentures relating to the Notes, the occurrence of the Closing and such other conditions agreed upon by Parent and the CompanyClosing, and the parties shall use their respective reasonable best efforts to cause the Debt Tender Offers to close on the Closing Date and the Company shall not be required to commence any Debt Tender Offer until after the No-Shop Period Start Date. Subject to the preceding sentence, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers, including using reasonable best efforts in assisting with the preparation of the offer to purchase, consent solicitation statement, letter of transmittal and/or form of consent. The Company (i) shall waive any of the conditions to the Debt Tender Offers (other than the occurrence of the Closing) and make any change to the Debt Tender Offers, in each case, as may be reasonably requested by Parent in writing and (ii) shall not, without the written consent of Parent, waive any condition to the Debt Tender Offers or make any changes to the Debt Tender Offers Offers. Parent shall ensure that at the Effective Time the Company has all funds necessary to pay for such notes, debentures or other than as agreed between Parent debt securities that have been properly tendered and the Company. The Company need not make any change withdrawn pursuant to the terms and conditions of the Debt Tender Offers without the Company’s prior written consent, which shall not be unreasonably withheld, provided that such consent shall not be required for (A) any increase in any consideration payable in the Debt Tender Offers, (B) any extension . The Parent Parties acknowledge and agree that neither the pendency nor the consummation of any consent date, price determination date, settlement date or expiration date, (C) any change in Debt Tender Offer is a condition to the provisions obligations of the Note indentures being amended or deleted or in Parent Parties to consummate the terms of any such amendments or (D) for any change that is not materialtransactions contemplated by this Agreement.

Debt Tender Offers. (ia) As soon as reasonably practicable after the receipt of any written request by Parent Holdings to do so, the Company shall use its reasonable best efforts to commence offers to purchase and consent solicitations with respect to any or all of the outstanding aggregate amount and all other amounts due of those either or both series of the Company’s debt securities listed in Item 7.11(d)(i) of the Company Letter (the “Notes”), on such terms and conditions as may be agreed upon conditions, including pricing terms, that are specified, from time to time, by Parent and the Company Holdings (including in each case the related consent solicitation, each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) and Parent Holdings shall assist the Company in connection therewith; provided that (A) the Company shall have received from Parent the completed Offer Documents which shall be in form and substance reasonably satisfactory to the Company and its counsel, and (B) Company’s counsel shall provide all normal and customary legal opinions (excluding with respect to federal securities laws) required in connection with this Section 7.11(d) other than with respect to such matters set forth on Item 7.11(d)(ii) of the Company LetterDebt Tender Offers. Notwithstanding the foregoing, the closing of the Debt Tender Offers shall be conditioned on the receipt of requisite consents to amend the indentures relating to the Notes, the occurrence of the Closing and such other conditions agreed upon by Parent and the CompanyClosing, and the parties shall use their reasonable best efforts to cause the Debt Tender Offers to close on the Closing Date and the Company shall not be required to commence any Debt Tender Offer until after the No-Shop Period Start Date. Subject to the preceding sentence, the Company shall provide, and shall cause its Subsidiaries subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent Holdings in connection with the Debt Tender Offers. The Company (i) shall waive any of the conditions to the Debt Tender Offers (other than the occurrence of the Closing) and make any change to the Debt Tender Offers, in each case, as may be reasonably requested by Parent in writing Holdings and (ii) shall not, without the written consent of ParentHoldings, waive any condition to the Debt Tender Offers or make any changes to the Debt Tender Offers other than as agreed between Parent Offers. Holdings shall ensure that at the Effective Time the Surviving Corporation has all funds necessary to pay for the Notes that have been properly tendered and the Company. The Company need not make any change withdrawn pursuant to the terms and conditions of the Debt Tender Offers without the Company’s prior written consent, which shall not be unreasonably withheld, provided that such consent shall not be required for (A) any increase in any consideration payable in the Debt Tender Offers, (B) any extension of any consent date, price determination date, settlement date or expiration date, (C) any change in the provisions of the Note indentures being amended or deleted or in the terms of any such amendments or (D) for any change that is not material.

Debt Tender Offers. (ia) As soon as reasonably practicable The Company shall, and shall cause its Subsidiaries to, use their respective commercially reasonable efforts to commence, promptly after the receipt of any a written request by from Parent to do so, the Company shall use its reasonable best efforts to commence offers to purchase purchase, and related consent solicitations with respect to to, all of the outstanding aggregate principal amount and all other amounts due of those series of the Company’s debt securities listed in Item 7.11(d)(inotes identified on Section 5.17(a) of the Company Parent Disclosure Letter (collectively, the “Notes”), ) on such the terms and conditions as may be agreed upon specified by Parent and the Company (including in each case the related consent solicitation, each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) ), and Parent shall assist the Company in connection therewith; provided that (A) the Company shall have received from Parent the completed Offer Documents which shall be in form and substance reasonably satisfactory to the Company and its counsel, and (B) Company’s counsel shall provide all legal opinions required in connection with this Section 7.11(d) other than with respect to such matters set forth on Item 7.11(d)(ii) of the Company Letter. Notwithstanding the foregoing, the closing of the Debt Tender Offers shall be conditioned on the receipt of requisite consents to amend the indentures relating to the Notes, the occurrence completion of the Closing and such other conditions agreed upon by Parent Merger and the Company, Debt Offers shall otherwise be consummated in compliance with applicable Laws and the parties SEC rules and regulations. The Company shall use their its commercially reasonable best efforts to cause the Debt Tender Offers to close on the Closing Date and the Company shall not be required to commence any Debt Tender Offer until after the No-Shop Period Start Date. Subject to the preceding sentence, the Company shall provide, and shall to cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives toto provide, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers. The With respect to any series of Notes, if requested by Parent in writing, in lieu of commencing a Debt Offer for such series (or in addition thereto), the Company shall waive any use its commercially reasonable efforts to, to the extent permitted by the indenture and officers’ certificates or supplemental indenture governing such series of Notes (i) issue a notice of optional redemption for all of the conditions outstanding principal amount of Notes of such series pursuant to the Debt Tender Offers requisite provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes or (other than ii) take actions reasonably requested by Parent that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of such series pursuant to the applicable provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes, and shall redeem or satisfy and/or discharge and/or defease, as applicable, such series in accordance with the terms of the indenture and officer’s certificate or supplemental indenture governing such series of Notes at the Effective Time, provided that no action described in clause (i) or (ii) shall be required to be taken unless it can be conditioned on the occurrence of the Closing) Effective Time, and provided, further, that the Company shall use its commercially reasonable efforts to cause the Company’s counsel to provide such legal opinions as may be reasonably requested by Parent in writing and shall not, without the written consent of Parent, waive any condition to the Debt Tender Offers or make any changes to the Debt Tender Offers other than as agreed between Parent and the Company. The Company need not make any change to the terms and conditions of the Debt Tender Offers without the Company’s prior written consent, which shall not be unreasonably withheld, provided that such consent shall not be required for (A) any increase in any consideration payable in the Debt Tender Offers, (B) any extension of any consent date, price determination date, settlement date or expiration date, (C) any change in the provisions of the Note indentures being amended or deleted or in the terms of connection with any such amendments redemption or (D) for satisfaction and discharge. Parent shall ensure that at the Effective Time the Surviving Corporation has all funds necessary in connection with any change that is not material.such Debt Offer, redemption, satisfaction, discharge or defeasance. Table of Contents

Debt Tender Offers. (i) As soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall use its reasonable best efforts to commence offers to purchase and and/or consent solicitations with respect related to any or all of the outstanding aggregate principal amount and all other amounts due of those any or all series of the Company’s notes, debentures or other debt securities listed in Item 7.11(d)(i) of the Company Letter (the “Notes”)or its Subsidiaries, on such terms and conditions as may be agreed upon conditions, including pricing terms, that are specified and requested, from time to time, by Parent and the Company (including in each case the related consent solicitation, each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided that (A) the Company shall have received from Parent the completed Offer Documents which shall be in form and substance reasonably satisfactory to the Company and its counsel, and (B) Company’s counsel shall provide all such legal opinions required as may be reasonably requested by Parent that are customary or necessary in connection with this Section 7.11(d) other than the Debt Tender Offers; provided, further, that Parent shall only request the Company to conduct any Debt Tender Offer in compliance with respect to such matters set forth on Item 7.11(d)(ii) the documents governing the applicable debt securities and the rules and regulations of the Company LetterSEC, including Rule 14e-1 under the Exchange Act. Notwithstanding the foregoing, the closing of the Debt Tender Offers shall be conditioned on the receipt of requisite consents to amend the indentures relating to the Notes, the occurrence of the Closing and such other conditions agreed upon by Parent and the CompanyClosing, and the parties shall use their respective reasonable best efforts to cause the Debt Tender Offers to close on the Closing Date and the Company shall not be required to commence any Debt Tender Offer until after the No-Shop Period Start Date. Subject to the preceding sentence, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers, including using reasonable best efforts in assisting with the preparation of the offer to purchase and letter of transmittal. The Company (i) shall waive any of the conditions to the Debt Tender Offers (other than the occurrence of the Closing) and make any change to the Debt Tender Offers, in each case, as may be reasonably requested by Parent in writing and (ii) shall not, without the written consent of Parent, waive any condition to the Debt Tender Offers or make any changes to the Debt Tender Offers Offers. Parent shall ensure that at the Effective Time the Surviving Corporation has all funds necessary to pay for such notes, debentures or other than as agreed between Parent debt securities that have been properly tendered and the Company. The Company need not make any change withdrawn pursuant to the terms and conditions of the Debt Tender Offers without the Company’s prior written consent, which shall not be unreasonably withheld, provided that such consent shall not be required for (A) any increase in any consideration payable in the Debt Tender Offers, (B) any extension . Parent and Merger Sub acknowledge and agree that neither the pendency nor the consummation of any consent date, price determination date, settlement date Debt Tender Offer is a condition to Parent’s or expiration date, (C) any change in Merger Sub’s obligations to consummate the provisions of the Note indentures being amended or deleted or in the terms of any such amendments or (D) for any change that is not materialMerger.