Common use of Delivery of Fundamental Change Purchase Notice Clause in Contracts

Delivery of Fundamental Change Purchase Notice. If a Holder wishes to exercise the Fundamental Change Purchase Right with respect to all or any portion of its Securities, the Holder must deliver to the Paying Agent, at any time after the occurrence of the Fundamental Change and prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, (i) a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth on Exhibit A hereto (provided that if a Holder holds a beneficial interest in a Global Security instead of Physical Securities, the Holder’s notice must comply with the appropriate procedures of the Depositary and its direct and indirect participants), which must specify: (A) if the Securities are Physical Securities, the certificate numbers of the Holder’s Securities to be delivered for purchase; (B) the portion of the principal amount of the Holder’s Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (C) that the Holder’s Securities are to be purchased by the Company pursuant to this Section 5.01; (ii) delivery or book-entry transfer of the Securities to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements) at the applicable Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company), such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.01 only if the Securities so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice and no written notice of withdrawal in accordance and complying with Section 5.03 shall have been received by the Paying Agent at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of Securities for purchase shall be determined by the Company, whose determination shall be final and binding absent manifest error.

Delivery of Fundamental Change Purchase Notice. If a Holder wishes For Securities to exercise be purchased at the Fundamental Change Purchase Right with respect to all or any portion option of its Securitiesthe Holder, the Holder must deliver to the Paying Agent, at any time after the occurrence of the Fundamental Change and prior to the Close of Business Business, on the Business Day immediately preceding the Fundamental Change Purchase Date, (i) a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth on Exhibit A hereto (provided that if a Holder holds a beneficial interest in a Global Security instead of Physical Securitieson or prior to the Business Day immediately preceding the Fundamental Change Purchase Date, the Holder’s notice must subject to extension to comply with the appropriate procedures of the Depositary and its direct and indirect participants)applicable law, which must specify: (A) if the Securities are Physical Securities, the certificate numbers of the Holder’s Securities to be delivered for purchasepurchase or if such Securities are not Physical Securities, the Holder’s notice must comply with the appropriate procedures of the Depositary and its direct and indirect participants; (B) the portion of the principal amount Principal Amount of the Holder’s Securities to be purchased, which must be $1,000 or an integral a multiple thereof; and (C) that the Holder’s Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and this Section 5.01;Indenture. (ii) delivery or book-entry transfer of the Securities to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements) at the applicable Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company), such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.01 6.01 only if the Securities so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice and no written notice of withdrawal in accordance and complying with Section 5.03 6.03 shall have been received by the Paying Agent at any time prior to the Close of Business 5:00 p.m. New York City time on the Business Day immediately preceding the Fundamental Change Purchase Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of Securities for purchase shall be determined by the Company, whose determination shall be final and binding absent manifest error.