Common use of Deferral Pending Change in Control Clause in Contracts

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.5, or an election by the Company pursuant to subparagraph (e) of this Section 8.5, is subject to the occurrence of the Change in Control in respect of which such offers and acceptances, or election, shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof (or any date specified in the election by the Company pursuant to subparagraph (e) of this Section 8.5), the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances, or election by the Company to prepay, made pursuant to this Section 8.5 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph clause (b) and accepted in accordance with subparagraph clause (d) of this Section 8.5, or an election by the Company pursuant to subparagraph (e) of this Section 8.5, 8.4 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances, or election, acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof (or any date specified in the election by the Company pursuant to subparagraph (e) of this Section 8.5)thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances, or election by the Company to prepay, acceptances made pursuant to this Section 8.5 8.4 in respect of such Change in Control shall be deemed rescinded). In the event that such Change in Control is deferred for 60 or more days after the Proposed Prepayment Date, the offers and acceptances made pursuant to this Section 8.4 in respect of such Change in Control shall be deemed rescinded. If any such offers and acceptances are deemed rescinded pursuant to this clause (f), then all requirements of this Section 8.4 (including, without limitation, the requirement to give notice and make offers pursuant to clauses (a) and (b)) with respect to any Change in Control (including, without limitation, with respect to such deferred Change in Control) occurring after such rescission shall be reinstated.

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph subparagraphs (a) and (b) and accepted in accordance with subparagraph (d) of this Section 8.5, or an election by the Company pursuant to subparagraph (e) of this Section 8.5, 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances, or election, acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof (or any or, solely with respect to the Synergy Acquisition, on the date specified as the proposed date of the Change in Control in the election by the Company Officer’s Certificate delivered pursuant to subparagraph (e) of this Section 8.5g)), the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occursoccurs (or, solely with respect to the Synergy Acquisition, the date that is the same number of Business Days after the date on which the Change in Control occurs as the Proposed Prepayment Date was after the proposed date of the Change in Control specified in the Officer’s Certificate delivered pursuant to subparagraph (g)). The Subject to compliance with applicable law and other Company obligations, the Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances, or election by the Company to prepay, acceptances made pursuant to this Section 8.5 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.5, or an election by the Company pursuant to subparagraph (e) of this Section 8.5, is subject to the occurrence of the Change in Control in respect of which such offers and acceptances, or election, acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof (or any date specified in the election by the Company pursuant to subparagraph (e) of this Section 8.5)thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Each Constituent Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the such Constituent Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances, or election by the Company to prepay, acceptances made pursuant to this Section 8.5 in respect of such Change in Control shall be deemed rescinded). In the event of any such deferral, each holder of Notes shall have the privilege by written notice to the Company of rescinding its acceptance pursuant to paragraph (d) of this Section of the Company's offer to prepay the Notes held by such holder.