Common use of Effect of Change of Control Repurchase Notice Clause in Contracts

Effect of Change of Control Repurchase Notice. Upon receipt by the Paying Agent of the Change of Control Repurchase Notice specified in Section 3.01(c), the Holder of the Note in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such Note. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, promptly following the later of (x) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c) have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01(c). Notes in respect of which a Change of Control Repurchase Notice, has been given by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphs. A Change of Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change of Control Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Change of Control Repurchase Date specifying: (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (3) the principal amount, if any, of such Note which remains subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the Issuer. There shall be no repurchase of any Notes pursuant to Section 3.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Change of Control Repurchase Notice. (a) Upon receipt by the Paying Agent Trustee of the a Change of Control Repurchase Notice from a Holder containing the information specified in Section 3.01(csection 3.2(b)(i), the Holder of the Note Debenture in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphs) section 3.3(b)), thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such NoteDebenture. Such The Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, Holder promptly following the later of (x1) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c) have been satisfied) and (y2) the time of delivery of such Note Debenture to the Paying Agent Trustee by the Holder thereof in the manner required by Section 3.01(c)section 3.2. Notes Debentures in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted into Common Shares pursuant to Article 10 hereof 5 on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in accordance with section 3.3(b) with respect to the following two paragraphs. Debentures to be converted. (b) A Change of Control Repurchase Notice may be withdrawn by means of a written notice (which may be delivered by mail, courier, hand delivery, facsimile transmission or in any other written form and, in the case of withdrawal Book-Entry Only Debentures, may be delivered to the office of the Paying Agent electronically or by other means in accordance with the Change applicable procedures of Control Repurchase Notice the Book-Based System) of withdrawal delivered by the Holder to the Trustee at any time prior to the close of business on the third Business Day immediately preceding prior to the Change of Control Repurchase Date specifying: Date, specifying (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note Debenture or portion thereof (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof), with respect to which such notice of withdrawal is being submitted, and (2) if Definitive Debentures have been issued, the certificate number of the Debentures being withdrawn in whole or in part (or if the Debentures are not Definitive Debentures, such written notice must comply with the applicable procedures of the Book-Based System) and (3) the portion of the principal amount, if any, amount of such Note which remains the Debentures that will remain subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the Issuer. There shall be no repurchase of any Notes pursuant to Section 3.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing , which portion must be a principal amount of $1,000 or an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawnintegral multiple thereof.

Effect of Change of Control Repurchase Notice. Upon receipt by the Paying Agent of the Change of Control Repurchase Notice specified in Section 3.01(c3.02(d), the Holder of the Note in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such Note. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, promptly following the later of (x) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c3.02(d) have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01(c3.02(d). Notes in respect of which a Change of Control Repurchase Notice, has been given by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphs. A Change of Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change of Control Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Change of Control Repurchase Date specifying: (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (3) the principal amount, if any, of such Note which remains subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the IssuerCompany. There shall be no repurchase of any Notes pursuant to Section 3.01 3.02 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Change of Control Repurchase Notice. Upon receipt by the Paying Agent of the Change of Control Repurchase Notice specified in Section 3.01(c3.10(d), the Holder of the Note in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such Note. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, promptly following the later of (x) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c3.10(d) have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01(c3.10(d). Notes in respect of which a Change of Control Repurchase Notice, has been given by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphs. A Change of Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change of Control Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Change of Control Repurchase Date specifying: (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (3) the principal amount, if any, of such Note which remains subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the IssuerCompany. There shall be no repurchase of any Notes pursuant to Section 3.01 3.10 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Change of Control Repurchase Notice. (a) Upon receipt by the any Paying Agent of the a properly completed Change of Control Repurchase Notice specified in Section 3.01(c)from a Holder, the Holder of the Note Security in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphsSection 3.10(b)) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such NoteSecurity, subject to the occurrence of the Change of Control Effective Date. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, Holder promptly following the later of (x1) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c) 3.9 have been satisfied) and (y2) the time of delivery of such Note Security to the a Paying Agent by the Holder thereof in the manner required by Section 3.01(c3.9(c). Notes Securities in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted into Shares pursuant to Article 10 hereof IV on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in accordance with Section 3.10(b) with respect to the following two paragraphs. Securities to be converted. (b) A Change of Control Repurchase Notice may be withdrawn by means of a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of withdrawal Global Securities, may be delivered to the office of the Paying Agent electronically or by other means in accordance with the Change Applicable Procedures) of Control Repurchase Notice withdrawal delivered by the Holder to a Paying Agent at any time prior to the close of business on the Business Day immediately preceding the Change of Control Repurchase Date specifying: Date, specifying (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note Security or portion thereof (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof) with respect to which such notice of withdrawal is being submitted, and (2) if certificated Securities have been issued, the certificate number of the Security being withdrawn in whole or in part (or if the Securities are not certificated, such written notice must comply with the Applicable Procedures) and (3) the portion of the principal amount, if any, amount of such Note which remains the Security that will remain subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the Issuer. There shall be no repurchase of any Notes pursuant to Section 3.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing , which portion must be a principal amount of $1,000 or an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawnintegral multiple thereof.

Effect of Change of Control Repurchase Notice. Upon receipt by the Paying Agent of the Change of Control Repurchase Notice specified in Section 3.01(c3.10(d), the Holder of the Note in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such Note, except that Holders of Notes on the date of the Change of Control will be entitled to receive the Make Whole Premium on the Change of Control Repurchase Date if such Notes are converted following the date of the Change of Control and on or before the Change of Control Repurchase Date. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, promptly following the later of (x) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c3.10(d) have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01(c3.10(d). Notes in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphs. A Change of Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change of Control Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Change of Control Repurchase Date specifying: (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (3) the principal amount, if any, of such Note which remains subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the IssuerCompany. There shall be no repurchase of any Notes pursuant to Section 3.01 3.10 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Change of Control Repurchase Notice. (a) Upon receipt by the any Paying Agent of the a properly completed Change of Control Repurchase Notice specified in Section 3.01(c)from a Holder, the Holder of the Note Security in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in Section 3.09(b) or the following two paragraphsCompany has elected to adjust the Conversion Rate in lieu of permitting Holders to require the Company to repurchase Securities as described in Section 3.08(d)) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such NoteSecurity, subject to the occurrence of the Change of Control Effective Date. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, Holder promptly following the later of (x1) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c) 3.08 have been satisfied) and (y2) the time of delivery of such Note Security to the a Paying Agent by the Holder thereof in the manner required by Section 3.01(c3.08(c). Notes Securities in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted into shares of Common Stock pursuant to Article 10 hereof 4 on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in accordance with Section 3.09(b) with respect to the following two paragraphs. Securities to be converted. (b) A Change of Control Repurchase Notice may be withdrawn by means of a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of withdrawal Global Securities, may be delivered to the office of the Paying Agent electronically or by other means in accordance with the Change Applicable Procedures) of Control Repurchase Notice withdrawal delivered by the Holder to a Paying Agent at any time prior to the close of business on the Business Day immediately preceding prior to the Change of Control Repurchase Date specifying: Date, specifying (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note Security or portion thereof (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof) with respect to which such notice of withdrawal is being submitted, and (2) if certificated Securities have been issued, the certificate number of the Security being withdrawn in whole or in withdrawable part (or if the Securities are not certificated, such written notice must comply with the procedures of the Depositary) and (3) the portion of the principal amount, if any, amount of such Note which remains the Security that will remain subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the Issuer. There shall be no repurchase of any Notes pursuant to Section 3.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing , which portion must be a principal amount of $1,000 or an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawnintegral multiple thereof.

Effect of Change of Control Repurchase Notice. Upon receipt by the Paying Agent of the Change of Control Repurchase Notice specified in Section 3.01(c5.1(c), the Holder of the Note Security in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphsparagraph) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such NoteSecurity. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds cash and/or Notes securities by the Paying Agent, promptly following the later of (xa) the Change of Control Repurchase Date with respect to such Note Security (provided that the conditions in Section 3.01(c5.1(c) have been satisfied) and (yb) the time of delivery of such Note Security to the Paying Agent by the Holder thereof in the manner required by Section 3.01(c5.1(c). Notes Securities in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted pursuant to Article 10 hereof XII on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphsparagraph. A Change of Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change of Control Repurchase Notice at any time prior to the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the Change of Control Repurchase Date Date, specifying: (1a) the certificate number number, if any, of the Note Security in respect of which such notice of withdrawal is being submitted,; (2b) the principal amount of the Note Security with respect to which such notice of withdrawal is being submitted, ; and (3c) the principal amount, if any, of such Note Security which remains subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase repurchase by the Issuer. There shall be no repurchase of any Notes pursuant to Section 3.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawnCompany.

Effect of Change of Control Repurchase Notice. (a) Upon receipt by the Paying Agent Trustee of the a Change of Control Repurchase Notice from a Holder containing the information specified in Section 3.01(csection 3.2(b)(i), the Holder of the Note Debenture in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphs) section 3.3(b)), thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such NoteDebenture. Such The Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, Holder promptly following the later of (x1) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c) have been satisfied) and (y2) the time of delivery of such Note Debenture to the Paying Agent Trustee by the Holder thereof in the manner required by Section 3.01(c)section 3.2. Notes Debentures in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted into Common Shares pursuant to Article 10 hereof 5 on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in accordance with section 3.3(b) with respect to the following two paragraphs. Debentures to be converted. (b) A Change of Control Repurchase Notice may be withdrawn by means of a written notice (which may be delivered by mail, courier, hand delivery, facsimile transmission or in any other written form and, in the case of withdrawal Book-Entry Only Debentures, may be delivered to the office of the Paying Agent electronically or by other means in accordance with the Change applicable procedures of Control Repurchase Notice the Book-Entry Only System) of withdrawal delivered by the Holder to the Trustee at any time prior to the close of business on the third Business Day immediately preceding prior to the Change of Control Repurchase Date specifying: Date, specifying (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note Debenture or portion thereof (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof), with respect to which such notice of withdrawal is being submitted, and (2) if Definitive Debentures have been issued, the certificate number of the Debentures being withdrawn in whole or in part (or if the Debentures are not Definitive Debentures, such written notice must comply with the applicable procedures of the Book-Entry Only System) and (3) the portion of the principal amount, if any, amount of such Note which remains the Debentures that will remain subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the Issuer. There shall be no repurchase of any Notes pursuant to Section 3.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing , which portion must be a principal amount of $1,000 or an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawnintegral multiple thereof.

Effect of Change of Control Repurchase Notice. Upon receipt by the Paying Agent of the Change of Control Repurchase Notice specified in Section 3.01(c3.08(d), the Holder of the Note in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such Note. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, promptly following the later of (x) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c3.08(d) have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01(c3.08(d). Notes in respect of which a Change of Control Repurchase Notice, has been given by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphs. A Change of Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change of Control Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Change of Control Repurchase Date specifying: (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (3) the principal amount, if any, of such Note which remains subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the IssuerIssuers. There shall be no repurchase of any Notes pursuant to Section 3.01 3.08 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Change of Control Repurchase Notice. Upon receipt by the Paying Agent Trustee of the a Change of Control Repurchase Notice specified in Section 3.01(c601(d), the Holder of the Note in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such Note. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes shares of Common Stock, as the case may be, by the Paying AgentTrustee, promptly following the later of (x) the Change of Control Repurchase Date with respect to such Note (provided provided, that the conditions in Section 3.01(c601(d) have been satisfied) ), and (y) the time of delivery of such Note to the Paying Agent Trustee by the Holder thereof in the manner required by Section 3.01(c601(d). In the event that the Company shall elect to pay the Change of Control Repurchase Price in shares of Common Stock, then a Holder entitled to receive shares of Common Stock upon such repurchase shall be treated for all purposes as the record holder of such shares as of immediately prior to the close of business on the Change of Control Repurchase Date. Notes (or portions of Notes) in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted pursuant to Article 10 Four hereof on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphs, except for, in the case of any Note which such Change of Control Repurchase Notice indicates is to be surrendered for repurchase in part, the portion thereof that is not to be surrendered for repurchase. A Change of Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the offices of the Trustee in the Borough of Manhattan, The City of New York (or at any additional office of the Paying Agent in accordance with the Change of Control Repurchase Notice Trustee which may be designated for such purpose) at any time prior to the close of business on the Business Day immediately preceding the Change of Control Repurchase Date specifying: (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (3) the principal amount, if any, of such Note which remains subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the Issuer. There shall be no repurchase of any Notes pursuant to Section 3.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Change of Control Repurchase Notice. Upon receipt by the Paying Agent of the Change of Control Repurchase Notice specified in Section 3.01(c3.02(d), the Holder of the Note in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such Note. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, promptly following the later of (x) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c3.02(d) have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01(c3.02(d). Notes in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphs. A Change of Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change of Control Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Change of Control Repurchase Date specifying: (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (3) the principal amount, if any, of such Note which remains subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the IssuerCompany. There shall be no repurchase of any Notes pursuant to Section 3.01 3.02 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Change of Control Repurchase Notice. (a) Upon receipt by the any Paying Agent of the a properly completed Change of Control Repurchase Notice specified in Section 3.01(c)from a Holder, the Holder of the Note in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphsSection 4.19(b)) thereafter be entitled to receive solely the Change of Control Repurchase Purchase Price with respect to such Note. Such Change of Control Repurchase Purchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, Holder promptly following the later of (xi) the Change of Control Repurchase Payment Date with respect to such Note (provided that the conditions in Section 3.01(c) 4.18 have been satisfied) and (yii) the time of delivery of such Note to the a Paying Agent by the Holder thereof in the manner required by Section 3.01(c4.18(b). Notes in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted into shares of Common Stock pursuant to Article 10 hereof 14 on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in accordance with Section 4.19(b) with respect to the following two paragraphs. Notes to be converted. (b) A Change of Control Repurchase Notice may be withdrawn by means of a written notice (which may be delivered by mail, overnight courier, hand delivery or facsimile transmission) of withdrawal delivered by the Holder to the office of the a Paying Agent in accordance with the Change of Control Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding prior to the Change of Control Repurchase Date specifying: Payment Date, specifying (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2i) the principal amount of the Note or portion thereof (which must be a principal amount of $1.00 or an integral multiple thereof) with respect to which such notice of withdrawal is being submitted, and (ii) if certificated Notes have been issued, the certificate number of the Note being withdrawn in whole or in withdrawable part and (3) the portion of the principal amount, if any, amount of such the Note which remains that will remain subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the Issuer. There shall be no repurchase of any Notes pursuant to Section 3.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing , which portion must be a principal amount of $1.00 or an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawnintegral multiple thereof.

Effect of Change of Control Repurchase Notice. (a) Upon receipt by the Paying Agent Issuer of the a Change of Control Repurchase Notice from a Holder containing the information specified in Section 3.01(csection 3.2(b)(i), the Holder of the Note Debenture in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphs) section 3.3(b)), thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such NoteDebenture. Such The Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, Holder promptly following the later of (x1) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c) have been satisfied) and (y2) the time of delivery of such Note Debenture to the Paying Agent Issuer by the Holder thereof in the manner required by Section 3.01(c)section 3.2. Notes Debentures in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted into Common Shares pursuant to Article 10 hereof 5 on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in accordance with section 3.3(b) with respect to the following two paragraphs. Debentures to be converted. (b) A Change of Control Repurchase Notice may be withdrawn by means of a written notice (which may be delivered by mail, courier, hand delivery, facsimile transmission or in any other written form of withdrawal delivered by the Holder to the office of the Paying Agent in accordance with the Change of Control Repurchase Notice Issuer at any time prior to the close of business on the third Business Day immediately preceding prior to the Change of Control Repurchase Date specifying: Date, specifying (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note Debenture or portion thereof (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof), with respect to which such notice of withdrawal is being submitted, and (2) the certificate number of the Debentures being withdrawn in whole or in part and (3) the portion of the principal amount, if any, amount of such Note which remains the Debentures that will remain subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the Issuer. There shall be no repurchase of any Notes pursuant to Section 3.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing , which portion must be a principal amount of $1,000 or an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawnintegral multiple thereof.

Effect of Change of Control Repurchase Notice. Upon receipt by the Paying Agent of the Change of Control Repurchase Notice specified in Section 3.01(c3.10(d), the Holder of the Note in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in the following two paragraphsthis Section 3.11) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such Note. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, promptly following the later of (x) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c3.10(d) have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01(c3.10(d). Notes in respect of which a Change of Control Repurchase Notice, has been given by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the date of the delivery of such Change of Control Repurchase Notice Notice, unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphsthis Section 3.11. A Change of Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change of Control Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Change of Control Repurchase Date specifying: (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted,; (2) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, ; and (3) the principal amount, if any, of such Note which remains subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase repurchase by the IssuerCompany. There -34- Notwithstanding the delivery of any Change of Control Repurchase Notice by any Holder, there shall be no repurchase of any Notes by the Company pursuant to Section 3.01 3.10 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing an Event of Default (Default, other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes) ), in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Change of Control Repurchase Notice. Upon receipt by the any Paying Agent of the a properly completed Change of Control Repurchase Notice specified in Section 3.01(c)from a Holder, the Holder of the Note Security in respect of which such Change of Control Repurchase Notice was given shall (unless such Change of Control Repurchase Notice is withdrawn as specified in Section 3.09(b) or the following two paragraphsCompany has elected to adjust the Conversion Rate in lieu of permitting Holders to require the Company to repurchase Securities as described in Section 3.08(d)) thereafter be entitled to receive solely the Change of Control Repurchase Price with respect to such NoteSecurity, subject to the occurrence of the Change of Control Effective Date. Such Change of Control Repurchase Price shall be paid to such Holder, subject to receipts of funds and/or Notes by the Paying Agent, Holder promptly following the later of (x1) the Change of Control Repurchase Date with respect to such Note (provided that the conditions in Section 3.01(c) 3.08 have been satisfied) and (y2) the time of delivery of such Note Security to the a Paying Agent by the Holder thereof in the manner required by Section 3.01(c3.08(c). Notes Securities in respect of which a Change of Control Repurchase Notice, Notice has been given by the Holder thereof may not be converted into shares of Common Stock pursuant to Article 10 hereof 4 on or after the date of the delivery of such Change of Control Repurchase Notice unless such Change of Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphs. A Change of Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change of Control Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Change of Control Repurchase Date specifying: (1) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (3) the principal amount, if any, of such Note which remains subject to the original Change of Control Repurchase Notice and which has been or will be delivered for purchase by the Issuer. There shall be no repurchase of any Notes pursuant to Section 3.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Change of Control Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes (x3.09(b) with respect to which a Change of Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Repurchase Price with respect Securities to such Notes) in which case, upon such return, the Change of Control Repurchase Notice with respect thereto shall be deemed to have been withdrawnconverted.