Common use of Effect of Fundamental Change Purchase Notice; Withdrawal Clause in Contracts

Effect of Fundamental Change Purchase Notice; Withdrawal. (a) Upon receipt by the Paying Agent of the Fundamental Change Purchase Notice specified in Section 5.01, the Holder of the Securities in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is validly withdrawn in accordance with the following paragraph) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Securities. Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities (provided the Holder has satisfied the conditions in Section 5.01) and (y) the time of book-entry transfer or delivery of such Securities, together with necessary endorsements, to the Paying Agent by the Holder thereof in the manner required by Section 5.01. The Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 6 hereof on or after the date of delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn. (b) A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Notice at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date (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and indirect participants), specifying: (i) if the Securities are Physical Securities, the certificate numbers of the withdrawn Securities; (ii) the principal amount of the Securities with respect to which notice of withdrawal is being submitted, which must be in $1,000 or integral multiples thereof; and (iii) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase Notice, which must be $1,000 or integral multiples thereof. If a Fundamental Change Purchase Notice is properly withdrawn, the Company shall not be obligated to purchase the Securities listed on the Fundamental Change Purchase Notice.

Effect of Fundamental Change Purchase Notice; Withdrawal. (a) Effect of Event of Default. Upon receipt by the Paying Agent Company of the Fundamental Change Purchase Notice specified in Section 5.0110.01(b), the Holder of the Securities in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is validly withdrawn as specified in accordance with the following paragraphthis Section 10.02(b)) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Securities. Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities (provided the Holder has satisfied the conditions in Section 5.01this Article 10 have been satisfied) and (y) the time of delivery or book-entry transfer or delivery of such Securities, together with necessary endorsements, Securities to the Paying Agent by the Holder thereof in the manner required by Section 5.0110.01. The Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 6 hereof on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn. withdrawn as specified in this Section 10.02(b). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 10.02(a), shall have the right (bunless such Fundamental Change Purchase Notice is withdrawn as specified below) at any time prior to the close of business on the second Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 10.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities to be purchased pursuant to Section 10.01. If the Paying Agent holds, in accordance with the terms of this Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities on the Fundamental Change Purchase Date, then, on and after such date, (i) the Securities shall cease to be outstanding and interest, including any Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Securities is made or whether or not the Security is delivered to the Paying Agent); and (ii) all other rights of the Holder will terminate (other than the right to receive the Fundamental Change Purchase Price and previously accrued and unpaid interest (including any Additional Interest) upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by law. A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Notice at any time prior to the Close close of Business business on the second Business Day immediately preceding prior to the Fundamental Change Purchase Date (provided that if a Holder holds a beneficial interest in a Global Security instead Date. The notice of Physical Securities, the Holder’s notice must comply with the appropriate procedures of the Depositary and its direct and indirect participants), specifyingwithdrawal shall state: (i) if the Securities are Physical Securities, the certificate numbers principal amount of the withdrawn Securities; (ii) if Definitive Securities have been issued, the principal amount certificate numbers of the Securities with respect to which withdrawn Securities, or if not certificated, the written notice of withdrawal is being submitted, which must be in $1,000 or integral multiples thereofcomply with appropriate DTC procedures; and (iii) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase Notice. There shall be no purchase of any Securities pursuant to Section 10.01, if an Event of Default has occurred and is continuing (other than a Default that is cured by the payment of the Fundamental Change Purchase Price). The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which must be $1,000 or integral multiples thereof. If a Fundamental Change Purchase Notice 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 that is properly withdrawn, cured by the Company shall not be obligated to purchase the Securities listed on payment of the Fundamental Change Purchase NoticePrice) in which case, upon such return, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Fundamental Change Purchase Notice; Withdrawal. (a) Upon receipt by the Paying Agent of the a Fundamental Change Purchase Notice specified in Section 5.014.01(a), the Holder of the Securities Note in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is validly withdrawn in accordance with the following paragraphthis Section 4.03) thereafter be entitled to receive solely the Fundamental Change Purchase Price in cash with respect to such SecuritiesNote (and any previously accrued and unpaid interest on such Note). Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, promptly following on the later of (x) the applicable Fundamental Change Purchase Date with respect to such Securities (provided the Holder has satisfied the conditions in Section 5.014.01 have been satisfied) and (y) the time of delivery or book-entry transfer or delivery of such Securities, together with necessary endorsements, Notice to the Paying Agent by the Holder thereof in the manner required by Section 5.014.01, subject in each case to extensions to comply with applicable law. The Securities Notes in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted exchanged pursuant to Article 6 15 hereof on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn. (b) . A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Company Notice at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date (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)Expiration Time, specifying: (ia) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted; (b) if the Securities are Physical SecuritiesNotes have been issued, the certificate numbers of the withdrawn Securities; (ii) the principal amount of the Securities with respect to which notice of withdrawal is being submitted, which must be in $1,000 or integral multiples thereofNotes; and (iiic) the principal amount, if any, of such Securities which each Note that remains subject to the original Fundamental Change Purchase Notice, which must be such that the principal amount not to be purchased equals $1,000 or an integral multiples multiple of $1,000 in excess thereof; provided, however, that if the Notes are Global Notes, the notice must comply with applicable procedures of the Depository. The Paying Agent shall promptly return to the respective Holders thereof any Physical Notes with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with the provisions of this Section 4.03. If a Fundamental Change Purchase Notice is properly withdrawn, the Company Issuer shall not be obligated to purchase the Securities Notes listed on the in such Fundamental Change Purchase Notice.

Effect of Fundamental Change Purchase Notice; Withdrawal. (a) Effect of Event of Default. Upon receipt by the Paying Agent Company of the Fundamental Change Purchase Notice specified in in, and the Notes to be purchased as provided in, Section 5.014.01(c), the Holder of the Securities Notes in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is validly withdrawn as specified in accordance with the following paragraphthis Section 4.02(a)) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such SecuritiesNotes. Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, solely from funds received from the Company for such purpose, to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities Notes (provided the Holder has satisfied the conditions in Section 5.01this Article Four have been satisfied) and (y) the time of delivery or book-entry transfer or delivery of such Securities, together with necessary endorsements, Notes to the Paying Agent by the Holder thereof in the manner required by Section 5.014.01. The Securities Notes in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 6 hereof on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn. withdrawn as specified in this Section 4.02(a). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 4.01(c), shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (bin whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 4.02(a). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Notes to be purchased pursuant to Section 4.01. If the Paying Agent holds, in accordance with the terms of this Supplemental Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Notes on the second Business Day after the Fundamental Change Purchase Date, then (i) the Notes tendered for purchase and not withdrawn shall cease to be outstanding, and interest, including Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Notes is made or whether or not the Note is delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Notes tendered for purchase shall terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Notes). Nothing herein shall preclude any withholding of tax required by law. A Fundamental Change Purchase Notice may be withdrawn (withdrawn, in whole or in part) , by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Notice at any time prior to the Close close of Business business on the Business Day immediately preceding prior to the Fundamental Change Purchase Date (provided that if a Holder holds a beneficial interest in a Global Security instead Date. The notice of Physical Securities, the Holder’s notice must comply with the appropriate procedures of the Depositary and its direct and indirect participants), specifyingwithdrawal shall state: (i) the principal amount of the withdrawn Notes; (ii) if the Securities are Physical Securitiescertificated Notes have been issued, the certificate numbers of the withdrawn Securities; (ii) Notes, or if not certificated, the principal amount of the Securities notice must comply with respect to which notice of withdrawal is being submittedappropriate DTC, which must be in $1,000 or integral multiples thereofClearstream and/or Euroclear procedures; and (iii) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase Notice, which must be $1,000 or integral multiples thereof. If the Notes are certificated, the Paying Agent shall promptly return to the respective Holders thereof any Notes with respect to which a Fundamental Change Purchase Notice is properly withdrawn, the Company shall not be obligated to purchase the Securities listed on the Fundamental Change Purchase Noticehas been withdrawn in compliance with this Indenture.

Effect of Fundamental Change Purchase Notice; Withdrawal. (a) Effect of Event of Default. Upon receipt by the Paying Agent Company of the Fundamental Change Purchase Notice specified in Section 5.0116.01(b) and the Notes to be purchased as provided in Section 16.01(b), the Holder of the Securities Notes in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is validly withdrawn as specified in accordance with the following paragraphthis Section 16.02(b)) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such SecuritiesNotes. Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities Notes (provided the Holder has satisfied the conditions in Section 5.01this Article 16 have been satisfied) and (y) the time of delivery or book-entry transfer or delivery of such Securities, together with necessary endorsements, Notes to the Paying Agent by the Holder thereof in the manner required by Section 5.0116.01. The Securities Notes in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 6 hereof on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn. withdrawn as specified in this Section 16.02(b). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 16.02(b), shall have the right at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (bin whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 16.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Notes to be purchased pursuant to Section 16.01. If the Paying Agent holds, in accordance with the terms of this Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Notes on the second Business Day after the Fundamental Change Purchase Date, then (i) the Notes tendered for purchase and not withdrawn shall cease to be outstanding and interest (including Additional Interest, if any, and Supplementary Interest, if any) shall cease to accrue (whether or not book-entry transfer of such Notes is made or whether or not the Notes are delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Notes tendered for purchase and not withdrawn shall terminate on the Fundamental Change Purchase Date (other than the right to receive the Fundamental Change Purchase Price and previously accrued and unpaid interest (including Additional Interest, if any, and Supplementary Interest, if any) upon delivery or transfer of the Notes). Nothing herein shall preclude any withholding tax required by law. A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Notice at any time prior to the Close close of Business business on the Business Day immediately preceding the Fundamental Change Purchase Date (provided that if a Holder holds a beneficial interest in a Global Security instead Date. The notice of Physical Securities, the Holder’s notice must comply with the appropriate procedures of the Depositary and its direct and indirect participants), specifyingwithdrawal shall state: (i) the principal amount of the withdrawn Notes, which must be $1,000 or an integral multiple thereof; (ii) if the Securities are Physical SecuritiesDefinitive Notes have been issued, the certificate numbers of the withdrawn Securities; (ii) Notes, or if not certificated, the principal amount of the Securities with respect to which notice of withdrawal is being submitted, which must be in $1,000 comply with appropriate Depositary or integral multiples thereofother applicable clearing system procedures; and (iii) the principal amount, if any, of such Securities Notes which remains subject to the original Fundamental Change Purchase Notice, which must be $1,000 or an integral multiples multiple thereof. If The Paying Agent shall promptly return to the respective Holders thereof any Notes with respect to which a Fundamental Change Purchase Notice is properly withdrawn, the Company shall not be obligated to purchase the Securities listed on the Fundamental Change Purchase Noticehas been withdrawn in compliance with this Indenture.

Effect of Fundamental Change Purchase Notice; Withdrawal. (a) Upon receipt by the Paying Agent of the Fundamental Change Purchase Notice specified in Section 5.016.01, the Holder of the Securities in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is validly withdrawn in accordance with the following paragraph) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Securities. Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities (provided the Holder has satisfied the conditions in Section 5.016.01) and (y) the time of book-entry transfer or delivery of such Securities, together with necessary endorsements, Securities to the Paying Agent by the Holder thereof in the manner required by Section 5.016.01. The Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 6 7 hereof on or after the date of delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn. (b) A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Company Notice at any time prior to the Close of Business time on the Business Day immediately preceding the Fundamental Change Purchase Date (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)Date, specifying: (i) if the Securities are Physical Securities, the certificate numbers of the withdrawn Securities, or if such securities are not Physical Securities, the notice must comply with appropriate procedures of the Depositary and its direct and indirect participants; (ii) the principal amount Principal Amount of the Securities with respect to which notice of withdrawal is being submitted, which must be in $1,000 or integral whole multiples thereof; and (iii) the principal amountPrincipal Amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase NoticeNotice and which has been or will be delivered for purchase by the Company, which must be $1,000 or integral whole multiples thereof. If a Fundamental Change Purchase Notice is properly withdrawn, the Company shall not be obligated to purchase the Securities listed on the Fundamental Change Purchase Notice.

Effect of Fundamental Change Purchase Notice; Withdrawal. (a) 57 Upon receipt by the Paying Agent of the Fundamental Change Purchase Notice specified in Section 5.0111.1, the Holder of the Securities Note in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is validly withdrawn as specified in accordance with the following paragraphtwo paragraphs) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such SecuritiesNote. Such Fundamental Change Purchase Price shall be paid to such Holder, subject to the receipt of funds and/or the Securities by the Paying Agent, promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities (provided the Holder has satisfied the conditions in Section 5.0111.1(c) have been satisfied) and (y) the time of book-entry transfer or delivery of such Securities, together with necessary endorsements, Note to the Paying Agent by the Holder thereof in the manner required by Section 5.0111.1(c). The Securities Notes in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 6 12 hereof on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn. (b) withdrawn as specified in the following paragraph. A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Notice Purchase Notice, at any time prior to the Close close of Business business on the Business Day immediately preceding the Fundamental Change Purchase Date (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)Date, specifying: (i) if the Securities are Physical Securities, the certificate numbers principal amount of the withdrawn Securities;Note with respect to which such notice of withdrawal is being submitted, (ii) the principal amount certificate number, if any, of the Securities with Note in respect to of which such notice of withdrawal is being submitted, which or, if not certificated, the notice must be in $1,000 or integral multiples thereof; comply with the appropriate depositary procedures, and (iii) the principal amount, if any, of such Securities Note which remains subject to the original Fundamental Change Purchase Notice, and which must has been or will be $1,000 or integral multiples thereof. If a Fundamental Change Purchase Notice is properly withdrawn, delivered for purchase by the Company shall not be obligated to purchase the Securities listed on the Fundamental Change Purchase NoticeCompany.