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

Effect of Fundamental Change Repurchase Notice; Withdrawal. Upon receipt by the Paying Agent of the Fundamental Change Repurchase Notice (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) specified in Section 3.04, the Holder of the Securities in respect of which such Fundamental Change Repurchase Notice was given shall (unless such Fundamental Change Repurchase Notice is validly withdrawn in accordance with the following paragraph) thereafter be entitled to receive solely the Fundamental Change Repurchase Price with respect to such Securities. Such Fundamental Change Repurchase 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 Repurchase Date with respect to such Securities (provided the Holder has satisfied the conditions in Section 3.04) and (y) the time of book-entry transfer or delivery of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 3.04. The Securities in respect of which a Fundamental Change 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of such Fundamental Change Repurchase Notice, unless such Fundamental Change Repurchase Notice has first been validly withdrawn. A Fundamental Change Repurchase Notice may be withdrawn (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Repurchase Notice, at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying: (a) the certificate number, if any, of the Securities in respect of which such notice of withdrawal is being submitted if they are in certificated form, or the appropriate Depositary information, in accordance with appropriate Depositary procedures, if the Securities in respect of which such notice of withdrawal is being submitted are evidenced by a Global Security, (b) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted, and (c) the principal amount, if any, of such Securities that remains subject to the original Fundamental Change Repurchase Notice, which shall be $1,000 or an integral multiple of $1,000 in excess thereof. If a Fundamental Change Repurchase Notice is properly withdrawn, the Company shall not be obligated to repurchase the Securities listed in such Fundamental Change Repurchase Notice.

Effect of Fundamental Change Repurchase Notice; Withdrawal. (a) Upon receipt by the any Paying Agent of the Fundamental Change Repurchase Notice (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) specified in Section 3.04, 4.01(c) and the Holder delivery to any Paying Agent of the Securities Security in respect of which such Fundamental Change Repurchase Notice was given given, in the manner required by Section 4.01(c), the Holder of such Security shall (unless such Fundamental Change Repurchase Notice is validly withdrawn in accordance with the following paragraphas specified below) thereafter be entitled to receive solely the Fundamental Change Repurchase Price with respect to such SecuritiesSecurity. Such Fundamental Change Repurchase Price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, Holder promptly following the later of (xi) the Fundamental Change Repurchase Date with respect to such Securities Security (provided the Holder has satisfied the conditions in Section 3.044.01(c) have been satisfied) and (yii) the time of book-entry transfer or delivery of such Securities Security to the a Paying Agent by the Holder thereof in the manner required by Section 3.044.01(c). The Securities in respect of which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be converted into shares of Common Stock pursuant to Article 10 5 hereof on or after the date of the delivery of such Fundamental Change Repurchase Notice, unless such Fundamental Change Repurchase Notice has first been validly withdrawn. withdrawn in accordance with Section 4.02(b). (b) A Fundamental Change Repurchase Notice may be withdrawn (if the Securities are certificatedin whole or in part) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) by means upon delivery of a written notice of withdrawal (which may be delivered to by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the office case of the Paying Agent Global Securities, must be delivered electronically or by other means in accordance with the Fundamental Change Repurchase NoticeApplicable Procedures) to a Paying Agent, and such written notice of withdrawal must be received by the Paying Agent, at any time prior to the close Close of business Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying: (ai) if Certificated Securities are to be withdrawn, the certificate number, if any, numbers of the Securities in respect of which such notice of withdrawal is being submitted if they are in certificated form, or submitted; (ii) the appropriate Depositary information, in accordance with appropriate Depositary procedures, if principal amount of the Securities in respect of which such notice of withdrawal is being submitted are evidenced by a Global Security, (b) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted, ; and (ciii) the principal amount, if any, of such the Securities that remains subject to the original Fundamental Change Repurchase Notice, which Notice and that has been or shall be $1,000 or an integral multiple of $1,000 in excess thereofdelivered for purchase by the Company. If a Fundamental Change Repurchase Notice is properly withdrawnthe Securities are other than Certificated Securities, the Company shall not be obligated to repurchase foregoing notice of withdrawal must comply with the Securities listed in such Fundamental Change Repurchase NoticeApplicable Procedures of the Depositary.

Effect of Fundamental Change Repurchase Notice; Withdrawal. Upon receipt by the Paying Agent of the Fundamental Change Repurchase Notice (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) specified in Section 3.04Notice, the Holder of the Securities Note in respect of which such Fundamental Change Repurchase Notice was given shall (unless such Fundamental Change Repurchase Notice is validly withdrawn in accordance with the following paragraphthis Section 3.04) thereafter be entitled to receive solely the Fundamental Change Repurchase Price repurchase price with respect to such SecuritiesNote. Such Fundamental Change Repurchase Price repurchase price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, promptly following Holder on the later of (x) the Fundamental Change Repurchase Date with respect to such Securities Note (provided the Holder has satisfied the conditions in Section 3.043.02) and (y) two Business Days after the time of book-entry transfer or delivery of such Securities Note to the Paying Agent by the Holder thereof in the manner required by Section 3.043.02 on or after the Fundamental Change Repurchase Date. The Securities Notes in respect of which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be converted exchanged pursuant to Article 10 13 hereof on or after the date of the delivery of such Fundamental Change Repurchase Notice, Notice unless such Fundamental Change Repurchase Notice has first been validly withdrawn. A Fundamental Change Repurchase Notice may be withdrawn (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Repurchase Notice, at any time prior to the close Close of business Business on the second Business Day immediately preceding prior to the Fundamental Change Repurchase Date, Date specifying: (a) the certificate number, if any, name of the Securities in respect of which such notice of withdrawal is being submitted if they are in certificated form, or the appropriate Depositary information, in accordance with appropriate Depositary procedures, if the Securities in respect of which such notice of withdrawal is being submitted are evidenced by a Global Security,Holder; (b) the certificate number(s) of all withdrawn Notes in certificated form or that the notice of withdrawal complies with appropriate Depositary procedures with respect to all withdrawn Notes represented by a Global Note; (c) the principal amount of the Securities Notes with respect to which such notice of withdrawal is being submitted, which must be an integral multiple of $1,000; and (cd) the principal amountamount of Notes, if any, of such Securities that remains subject to the original Fundamental Change Repurchase Notice, which shall Notice and that has been or will be $1,000 or an integral multiple of $1,000 in excess thereofdelivered for repurchase by the Issuer. If a Fundamental Change Repurchase Notice is properly withdrawn, the Company Issuer shall not be obligated to repurchase the Securities listed in Notes so withdrawn from such Fundamental Change Repurchase Notice.

Effect of Fundamental Change Repurchase Notice; Withdrawal. (a) Upon receipt by the Paying Agent of the a Fundamental Change Repurchase Notice (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) specified in Section 3.04Notice, the Holder holder of the Securities Note in respect of which such Fundamental Change Repurchase Notice was given shall (unless such Fundamental Change Repurchase Notice is validly withdrawn as specified in accordance with the following paragraphSection 3.06(b)) thereafter be entitled to receive solely the Fundamental Change Repurchase Price Price, together with accrued but unpaid interest (including Liquidated Damages, if any, and Additional Interest, if any) thereon, to but not including the Fundamental Change Repurchase Date with respect to such SecuritiesNote. Such Fundamental Change Repurchase Price Price, together with accrued but unpaid interest (including Liquidated Damages, if any, and Additional Interest, if any) thereon, to but not including the Fundamental Change Repurchase Date, shall be paid to such Holderholder, subject to receipt of funds and/or the Securities by the Paying Agent, promptly following the later of (x) the Fundamental Change Repurchase Date with respect to such Securities Note (provided the Holder has satisfied that the conditions in Section 3.043.05 have been satisfied) and (y) the time of delivery or book-entry transfer or delivery of such Securities Note to the Paying Agent by the Holder holder thereof in the manner required by Section 3.043.05. The Securities Notes in respect of which a Fundamental Change Repurchase Notice has been given by the Holder holder thereof may not be converted pursuant to Article 10 hereof XI on or after the date of the delivery of such Fundamental Change Repurchase Notice, unless such Fundamental Change Repurchase Notice has first been validly withdrawn. withdrawn as specified in Section 3.06(b). (b) A Fundamental Change Repurchase Notice may be withdrawn (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Repurchase Notice, 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 Fundamental Change Repurchase Date, Date specifying: (ai) if the certificate number, if any, of the Securities in Note with respect of to which such notice of withdrawal is being submitted if they are is a Note in certificated definitive form, the certificate number of such Note, or the appropriate Depositary informationif such Note is a Global Note, in accordance with appropriate such information as may be required under applicable Depositary procedures, if the Securities in respect of which such notice of withdrawal is being submitted are evidenced by a Global Security,; (bii) the principal amount of the Securities Note with respect to which such notice of withdrawal is being submitted, ; and (ciii) the principal amount, if any, of such Securities that Note which remains subject to the original Fundamental Change Repurchase Notice, Notice and which shall has been or will be $1,000 or an integral multiple of $1,000 in excess thereofdelivered for repurchase by the Company. If The Paying Agent will promptly return to the respective holders thereof any Notes with respect to which a Fundamental Change Repurchase Notice is properly withdrawn, the Company shall not be obligated to repurchase the Securities listed has been withdrawn in such Fundamental Change Repurchase Noticecompliance with this Indenture.

Effect of Fundamental Change Repurchase Notice; Withdrawal. Upon receipt by the Paying Agent of the Fundamental Change Repurchase Notice (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) specified in Section 3.04Notice, the Holder of the Securities Note in respect of which such Fundamental Change Repurchase Notice was given shall (unless such Fundamental Change Repurchase Notice is validly withdrawn in accordance with the following paragraphthis Section 3.03) thereafter be entitled to receive solely the Fundamental Change Repurchase Price repurchase price with respect to such SecuritiesNote. Such Fundamental Change Repurchase Price repurchase price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, promptly following Holder on the later of (x) the Fundamental Change Repurchase Date with respect to such Securities Note (provided the Holder has satisfied the conditions in Section 3.043.01) and (y) two (2) Business Days after the time of book-entry transfer or delivery of such Securities Note to the Paying Agent by the Holder thereof in the manner required by Section 3.043.01 on or after the Fundamental Change Repurchase Date. The Securities Notes in respect of which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be converted exchanged pursuant to Article 10 14 hereof on or after the date of the delivery of such Fundamental Change Repurchase Notice, Notice unless such Fundamental Change Repurchase Notice has first been validly withdrawn. A Fundamental Change Repurchase Notice may be withdrawn (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Repurchase Notice, at any time prior to the close Close of business Business on the second Business Day immediately preceding prior to the Fundamental Change Repurchase Date, Date specifying: (a) the certificate number, if any, name of the Securities in respect of which such notice of withdrawal is being submitted if they are in certificated form, or the appropriate Depositary information, in accordance with appropriate Depositary procedures, if the Securities in respect of which such notice of withdrawal is being submitted are evidenced by a Global Security,Holder; (b) the certificate number(s) of all withdrawn Notes in certificated form or that the notice of withdrawal complies with appropriate Depositary procedures with respect to all withdrawn Notes represented by a Global Note; (c) the principal amount of the Securities Notes with respect to which such notice of withdrawal is being submitted, which must be an integral multiple of $1,000; and (cd) the principal amountamount of Notes, if any, of such Securities that remains subject to the original Fundamental Change Repurchase Notice, which shall Notice and that has been or will be $1,000 or an integral multiple of $1,000 in excess thereofdelivered for repurchase by the Issuer. If a Fundamental Change Repurchase Notice is properly withdrawn, the Company Issuer shall not be obligated to repurchase the Securities listed in Notes so withdrawn from such Fundamental Change Repurchase Notice.

Effect of Fundamental Change Repurchase Notice; Withdrawal. Upon receipt by the Paying Agent of the Fundamental Change Repurchase Notice (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) specified in Section 3.04Notice, the Holder of the Securities Separate Convertible Note in respect of which such Fundamental Change Repurchase Notice was given shall (unless such Fundamental Change Repurchase Notice is validly withdrawn in accordance with the following paragraphthis Section 3.03) thereafter be entitled to receive solely the Fundamental Change Repurchase Price with respect to such SecuritiesSeparate Convertible Note. Such Fundamental Change Repurchase Price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, promptly following Holder on the later of (x) the Fundamental Change Repurchase Date with respect to such Securities two (provided the Holder has satisfied the conditions in Section 3.042) and (y) Business Days following the time of book-entry transfer or delivery of such Securities Separate Convertible Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.043.03 and (y) the Fundamental Change Repurchase Date with respect to such Separate Convertible Note (provided the Holder has satisfied the conditions in Section 3.01). The Securities Separate Convertible Notes in respect of which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article 10 7 hereof on or after the date of the delivery of such Fundamental Change Repurchase Notice, Notice unless such Fundamental Change Repurchase Notice has first been validly withdrawnwithdrawn in accordance with this Section 3.03. A Fundamental Change Repurchase Notice may be withdrawn (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Repurchase Notice, at any time prior to the close of business on the Business Day immediately preceding prior to the Fundamental Change Repurchase Date, Date specifying: (ai) the name of the Holder; (ii) the certificate number, if any, number(s) of the Securities all Separate Convertible Notes in certificated form with respect of to which such notice of withdrawal is being submitted if they are in certificated form, or that the appropriate Depositary information, in accordance notice of withdrawal complies with appropriate Depositary procedures, if the Securities in procedures with respect of which such notice of withdrawal is being submitted are evidenced to all withdrawn Separate Convertible Notes represented by a Global Security,Convertible Note; (biii) the principal amount of the Securities Separate Convertible Notes with respect to which such notice of withdrawal is being submitted, which must be an integral multiple of $1,000; and (civ) the principal amountamount of Separate Convertible Notes, if any, of such Securities that remains subject to the original Fundamental Change Repurchase Notice, which shall Notice and that has been or will be $1,000 or an integral multiple of $1,000 in excess thereofdelivered for repurchase by the Company. If a Fundamental Change Repurchase Notice is properly withdrawn, the Company shall not be obligated to repurchase the Securities Separate Convertible Notes listed in such Fundamental Change Repurchase Notice. (b) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

Effect of Fundamental Change Repurchase Notice; Withdrawal. (a) Upon receipt by the any Paying Agent of the Fundamental Change Repurchase Notice (if the Securities are certificated) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) specified in Section 3.04, 4.01(c) and the Holder delivery to any Paying Agent of the Securities Security in respect of which such Fundamental Change Repurchase Notice was given given, in the manner required by Section 4.01(c), the Holder of such Security shall (unless such Fundamental Change Repurchase Notice is validly withdrawn in accordance with the following paragraphas specified below) thereafter be entitled to receive solely the Fundamental Change Repurchase Price with respect to such SecuritiesSecurity. Such Fundamental Change Repurchase Price shall be paid to such Holder, subject to receipt of funds and/or the Securities by the Paying Agent, Holder promptly following the later of (xi) the Fundamental Change Repurchase Date with respect to such Securities Security (provided the Holder has satisfied the conditions in Section 3.044.01(c) have been satisfied) and (yii) the time of book-entry transfer or delivery of such Securities Security to the a Paying Agent by the Holder thereof in the manner required by Section 3.044.01(c). The Securities in respect of which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be converted into shares of Common Stock pursuant to Article 10 5 hereof on or after the date of the delivery of such Fundamental Change Repurchase Notice, unless such Fundamental Change Repurchase Notice has first been validly withdrawn. withdrawn in accordance with Section 4.02(b). (b) A Fundamental Change Repurchase Notice may be withdrawn (if the Securities are certificatedin whole or in part) (or, if the Securities are evidenced by a Global Security, such Holder must comply with applicable Depositary procedures) by means upon delivery of a written notice of withdrawal (which may be delivered to by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the office case of the Paying Agent Global Securities, must be delivered electronically or by other means in accordance with the Fundamental Change Repurchase NoticeApplicable Procedures) to a Paying Agent, and such written notice of withdrawal must be received by the Paying Agent, at any time prior to the close Close of business Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying: (ai) if Certificated Securities are to be withdrawn, the certificate number, if any, numbers of the Securities in respect of which such notice of withdrawal is being submitted if they are in certificated form, or submitted; (ii) the appropriate Depositary information, in accordance with appropriate Depositary procedures, if principal amount of the Securities in respect of which such notice of withdrawal is being submitted are evidenced by a Global Security, (b) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted, ; and (ciii) the principal amount, if any, of such the Securities that remains subject to the original Fundamental Change Repurchase Notice, which Notice and that has been or shall be $1,000 or an integral multiple of $1,000 in excess thereof. If a Fundamental Change Repurchase Notice is properly withdrawn, delivered for purchase by the Company shall not be obligated to repurchase the Securities listed in such Fundamental Change Repurchase NoticeCompany.