Common use of Delivery of Certain Information Clause in Contracts

Delivery of Certain Information. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act or is exempt therefrom, upon the request of a Holder of a Restricted Security or the holder of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities or such holder of Common Stock issued upon conversion of Restricted Securities, or to a prospective purchaser of such security designated by any such Holder or holder, as the case may be, to the extent required to permit compliance by such holder with Rule 144A under the Securities Act (or any successor provision thereto) in connection with the resale of such Security by such Holder; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such a security (or any predecessor security) was acquired from the Company or (ii) the date such a security (or any predecessor security) was last acquired from the Company or an "affiliate" of the Company within the meaning of Rule 144 under the Securities Act (or any successor provision thereto); and provided further that the Company shall not be required to furnish such information at any time to a prospective purchaser located outside the United States who is not a "U.S. Person" within the meaning of Regulation S under the Securities Act if such Security may then be sold to such prospective purchaser in accordance with Rule 904 under the Securities Act (or any successor provision thereto). "Rule 144A Information" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

Delivery of Certain Information. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act or is exempt therefrom, upon the request of a Holder of a Security bearing the Restricted Security Securities Legend or the holder of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Securities bearing the Restricted Securities Legend or such holder of Common Stock issued upon conversion of Securities bearing the Restricted SecuritiesSecurities Legend, or to a prospective purchaser of such security designated by any such Holder or holder, as the case may be, to the extent required to permit compliance by such holder with Rule 144A under the Securities Act (or any successor provision thereto) in connection with the resale of such Security by such Holder; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such a security (or any predecessor security) was acquired from the Company or (ii) the date such a security (or any predecessor security) was last acquired from the Company or an "affiliate" of the Company within the meaning of Rule 144 under the Securities Act (or any successor provision thereto); and provided further that the Company shall not be required to furnish such information at any time to a prospective purchaser located outside the United States who is not a "U.S. Person" within the meaning of Regulation S under the Securities Act if such Security may then be sold to such prospective purchaser in accordance with Rule 904 under the Securities Act (or any successor provision thereto). "Rule 144A Information" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

Delivery of Certain Information. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act or is exempt therefromAct, upon the request of a Holder of a Restricted Security or the holder of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities or such holder of shares of Common Stock issued upon conversion of Restricted Securities, or to a prospective purchaser of any such security designated by any such Holder or holder, as the case may be, to the extent required to permit compliance by such Holder or holder with Rule 144A under the Securities Act (or any successor provision thereto) in connection with the resale of any such Security by such Holdersecurity; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such a security (or any predecessor security) was acquired from the Company or Issue Date, (ii) the date such a security (or any such predecessor security) was last acquired from the Company Company, (iii) the date such a security (or any such predecessor security) was last acquired from an "affiliate" of the Company within the meaning of Rule 144 under the Securities Act (or any successor provision thereto); and provided further that ) or (iv) the Company shall not date on which such a security can be required to furnish such information at any time to sold without a prospective purchaser located outside the United States who is not a "U.S. Person" within the meaning registration statement under Rule 144(k) of Regulation S under the Securities Act if such Security may then be sold to such prospective purchaser in accordance with Rule 904 under the Securities Act (Act, or any an successor provision rule thereto). "Rule 144A Information" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

Delivery of Certain Information. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act or is exempt therefrom, upon the request of a Holder of a Restricted Security or the holder of Common Stock issued upon conversion thereofSecurity, the Company will as promptly as reasonably practicable furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities or such holder of Common Stock issued upon conversion of Restricted Securities, or to a prospective purchaser of such security designated by any such Holder or holder, as the case may be, to the extent required to permit compliance by such holder with Rule 144A under the Securities Act (or any successor provision thereto) in connection with the resale of such Security by such Holder; provided, however, that the Company -------- ------- shall not be required to furnish such information in connection with any request made on or after the date which is two three years from the later of (i) the date such a security (or any predecessor security) was acquired from the Company or and (ii) the date such a security (or any predecessor security) was last acquired from the Company or an "affiliate" of the Company within the meaning of Rule 144 under the Securities Act (or any successor provision thereto); and provided further provided, -------- further, that the Company shall not be required to furnish such information at ------- any time to a prospective purchaser located outside the United States who is not a "U.S. Person" within the meaning of Regulation S under the Securities Act if such Security may then be sold to such prospective purchaser in accordance with Rule 904 under the Securities Act (or any successor provision thereto). "Rule 144A Information" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

Delivery of Certain Information. At any time when the Company Guarantor is not subject to Section 13 or 15(d) of the Exchange Act or and is not exempt therefromfrom reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder of a Restricted Security or the holder a beneficial owner of Common Stock issued upon conversion thereofan interest in a Global Security, the Company will Guarantor shall promptly furnish or cause to be furnished “Rule 144A Information Information” (as defined belowin Section 204) to such Holder of Restricted Securities or such holder of Common Stock issued upon conversion of Restricted Securitiesbeneficial owner, or to a prospective purchaser of such security Security or beneficial interest in a Global Security designated by any such Holder or holderbeneficial owner, as the case may be, to the extent required in order to permit compliance by such holder Holder or beneficial owner with Rule 144A under the Securities Act (or any successor provision thereto) in connection with the resale of such Security by such HolderHolder or beneficial owner; provided, however, that the Company Guarantor shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such a security Security or Global Security (or any predecessor securitySecurity) was acquired from the Company Guarantor or (ii) the date such a security Security or Global Security (or any predecessor securitySecurity) was last acquired from the Company or an "affiliate" affiliate of the Company Guarantor within the meaning of Rule 144 under the Securities Act (or any successor provision thereto)Act; and provided further that further, the Company Guarantor shall not be required to furnish such information at any time to a prospective purchaser located outside the United States who is not a "“U.S. Person" person” within the meaning of Regulation S under the Securities Act if such Security or interest, as the case may be, may then be sold to such prospective purchaser in accordance with Rule 904 under the Securities Act (or any successor provision thereto). "Rule 144A Information" shall , as the same may be such information as is specified pursuant amended from time to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto)time.

Delivery of Certain Information. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act or is exempt therefromAct, upon the request of a Holder holder of a Restricted Security that is a "restricted security" under Rule 144 or the holder of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder holder of Restricted Securities that are "restricted securities" under Rule 144 or such holder of shares of Common Stock issued upon conversion of Restricted Securitiesthereof, or to a prospective purchaser of any such security designated by any such Holder or holder, as the case may be, to the extent required to permit compliance by such holder with Rule 144A under the Securities Act (or any successor provision thereto) in connection with the resale of any such Security by such Holdersecurity; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is two three years (or such shorter period under Rule 144(k) under the Securities Act or any successor rule) from the later of (i) the date such a security (or any such predecessor security) was last acquired from the Company or (ii) the date such a security (or any such predecessor security) was last acquired from the Company or an "affiliate" of the Company within the meaning of Rule 144 under the Securities Act (or any successor provision thereto); and provided further that the Company shall not be required to furnish such information at any time to a prospective purchaser located outside the United States who is not a "U.S. Person" within the meaning of Regulation S under the Securities Act if such Security may then be sold to such prospective purchaser in accordance with Rule 904 under the Securities Act (or any successor provision thereto). "Rule 144A Information" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

Delivery of Certain Information. At any time when the Company Guarantor is not subject to Section 13 or 15(d) of the Exchange Act or and is not exempt therefromfrom reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder of a Restricted Security or the holder a beneficial owner of Common Stock issued upon conversion thereofan interest in a Global Security, the Company will Guarantor shall promptly furnish or cause to be furnished “Rule 144A Information Information” (as defined below) to such Holder of Restricted Securities or such holder of Common Stock issued upon conversion of Restricted Securitiesbeneficial owner, or to a prospective purchaser of such security Security or beneficial interest in a Global Security designated by any such Holder or holderbeneficial owner, as the case may be, to the extent required in order to permit compliance by such holder Holder or beneficial owner with Rule 144A under the Securities Act (or any successor provision thereto) in connection with the resale of such Security by such HolderHolder or beneficial owner; provided, however, that the Company Guarantor shall not be required to furnish such information in connection with any request made on or after the date which is two three years from the later of (i) the date such a security Security or Global Security (or any predecessor securitySecurity) was acquired from the Company Guarantor or (ii) the date such a security Security or Global Security (or any predecessor securitySecurity) was last acquired from the Company or an "affiliate" affiliate of the Company Guarantor within the meaning of Rule 144 under the Securities Act (or any successor provision thereto)Act; and provided further that further, the Company Guarantor shall not be required to furnish such information at any time to a prospective purchaser located outside the United States who is not a "“U.S. Person" person” within the meaning of Regulation S under the Securities Act if such Security or interest, as the case may be, may then be sold to such prospective purchaser in accordance with Rule 904 under the Securities Act (or any successor provision thereto), as the same may be amended from time to time. "“Rule 144A Information" ” shall be such information as is specified pursuant to paragraph (d)(4) of Rule 144A(d)(4) under the Securities Act 144A (or any successor provision thereto), as such provisions (or successor provision) may be amended from time to time.

Delivery of Certain Information. At any time when the Company Guarantor is not subject to Section 13 or 15(d) of the Exchange Act or and is not exempt therefromfrom reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder of a Restricted Security or the holder a beneficial owner of Common Stock issued upon conversion thereofan interest in a Global Security, the Company will Guarantor shall promptly furnish or cause to be furnished Rule 144A Information (as defined belowin Section 204) to such Holder of Restricted Securities or such holder of Common Stock issued upon conversion of Restricted Securitiesbeneficial owner, or to a prospective purchaser of such security Security or beneficial interest in a Global Security designated by any such Holder or holderbeneficial owner, as the case may be, to the extent required in order to permit compliance by such holder Holder or beneficial owner with Rule 144A under the Securities Act (or any successor provision thereto) in connection with the resale of such Security by such HolderHolder or beneficial owner; provided, however, that the Company Guarantor shall not be required to furnish such information in connection with any request made on or after the date which is two three years from the later of (i) the date such a security Security or Global Security (or any predecessor securitySecurity) was acquired from the Company Guarantor or (ii) the date such a security Security or Global Security (or any predecessor securitySecurity) was last acquired from the Company or an "affiliate" affiliate of the Company Guarantor within the meaning of Rule 144 under the Securities Act (or any successor provision thereto)Act; and provided further that further, the Company Guarantor shall not be required to furnish such information at any time to a prospective purchaser located outside the United States who is not a "“U.S. Person" person” within the meaning of Regulation S under the Securities Act if such Security or interest, as the case may be, may then be sold to such prospective purchaser in accordance with Rule 904 under the Securities Act (or any successor provision thereto). "Rule 144A Information" shall , as the same may be such information as is specified pursuant amended from time to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto)time.

Delivery of Certain Information. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act or is exempt therefromAct, upon the request of a Holder of a Restricted Security or the holder of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities or such holder of Common Stock issued upon conversion of Restricted Securities, or to a prospective purchaser of such security designated by any such Holder or holder, as the case may be, to the extent required to permit compliance by such holder with Rule 144A under the Securities Act (or any successor provision thereto) in connection with the resale of such Security by such Holder; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such a security (or any predecessor security) was acquired from the Company or (ii) the date such a security (or any predecessor security) was last acquired from the Company or an "affiliate" of the Company within the meaning of Rule 144 under the Securities Act (or any successor provision thereto); and provided further provided, further, that the Company shall not be required to furnish such information at any time to a prospective purchaser located outside the United States who is not a "U.S. Person" within the meaning of Regulation S under the Securities Act if such Security may then be sold to such prospective purchaser in accordance with Rule 903 or Rule 904 under the Securities Act (or any successor provision thereto). "Rule 144A Information" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

Delivery of Certain Information. At If specified as ------------------------------- contemplated by Section 301 with respect to a series of Securities, at any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act or is exempt therefromAct, upon the request of a Holder holder of a Restricted Security or the holder of Common Stock issued upon conversion thereofSecurity, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities or such holder of Common Stock issued upon conversion of Restricted SecuritiesHolder, or to a prospective purchaser who is a "qualified institutional buyer", within the meaning of Rule 144A under the Securities Act, of such security Security designated by any such Holder or holder, as the case may be, to the extent required in order to permit compliance by such holder Holder with Rule 144A under the Securities Act (or any successor provision thereto) in connection with the resale of such Security by such Holder; provided, however, that unless otherwise specified as contemplated by Section 301, the Company shall not be required to furnish such information in connection with any request made on or after the date which is two three years from the later of (i) the date such a security Security (or any predecessor securitySecurity) was acquired from the Company or (ii) the date such a security Security (or any predecessor securitySecurity) was last acquired from the Company or an "affiliate" of the Company within the meaning of Rule 144 under the Securities Act (or any successor provision thereto); and provided further that the Company shall not be required to furnish such information at any time to a prospective purchaser located outside the United States who is not a "U.S. Person" within the meaning of Regulation S under the Securities Act if such Security may then be sold to such prospective purchaser in accordance with Rule 904 under the Securities Act (or any successor provision thereto)Act. "Rule 144A Information" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act as in effect on the date hereof. ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE SECTION 801. Consolidations and Mergers of Company and Sales, Leases ------------------------------------------------------- and Conveyances Permitted Subject to Certain Conditions. The Company may ------------------------------------------------------- consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other corporation, provided that in any such case, (1) either the Company shall be the continuing corporation, or the successor corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 1012) on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (ii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any successor provision thereto)Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing.