Common use of Effect of Purchase Notice or Fundamental Change Purchase Notice Clause in Contracts

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. Upon receipt by the Issuer of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 or Section 3.03 hereof, as applicable, the Holder of the 2023 Notes in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such 2023 Notes. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Notes (provided the conditions in Section 4.01 or Section 3.03 hereof, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes to the Paying Agent by the Holder thereof in the manner required by Section 4.01 or Section 3.03 hereof, as applicable. 2023 Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. Upon receipt by the Issuer Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 4.03(a) or Section 3.03 hereof4.02(c), as applicable, the Holder of the 2023 Notes Note in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price Price, as the case may be, and any accrued and unpaid contingent interest, if any, with respect to such 2023 NotesNote. Such Purchase Price or Fundamental Change Purchase Price and contingent interest, if any, shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Notes Note (provided the conditions in Section 4.01 4.03(a) or Section 3.03 hereof4.02(c), as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes Note to the Paying Agent by the Holder thereof in the manner required by Section 4.01 4.03(a) or Section 3.03 hereof4.02(c), as applicable. 2023 Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery of such Purchase Notice (or Fundamental Change Purchase Notice, as the case may be), unless such Purchase Notice (or Fundamental Change Purchase Notice, as the case may be, ) has first been validly withdrawn as specified in the following two paragraphs.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. Upon receipt by the Issuer Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 1108(a) or Section 3.03 hereof1109(b), as applicable, the Holder of the 2023 Notes Security in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price Price, as the case may be, with respect to such 2023 NotesSecurity. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Notes Security (provided the conditions in Section 4.01 1108(a) or Section 3.03 hereof1109(c), as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes Security to the Paying Agent by the Holder thereof in the manner required by Section 4.01 1108(a) or Section 3.03 hereof1109(c), as applicable. 2023 Notes Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery of such Purchase Notice (or Fundamental Change Purchase Notice, as the case may be), unless such Purchase Notice (or Fundamental Change Purchase Notice, as the case may be, ) has first been validly withdrawn as specified in the following two paragraphs.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. (a) Upon receipt by the Issuer Company of the Purchase Notice or specified in subparagraph 5(a), the Fundamental Change Purchase Notice specified in Section 4.01 subparagraph 5(e), or Section 3.03 hereofRegistration Default Purchase Notice specified in subparagraph 5(j), as applicableAOL shall (unless such Purchase Notice, the Holder of the 2023 Notes in respect of which such Fundamental Change Purchase Notice or Fundamental Change Registration Default Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Price, the Fundamental Change Purchase Price with respect to such 2023 Notes. Such or Registration Default Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase DatePrice, as the case may be, with respect to such 2023 Notes (provided the conditions in Section 4.01 or Section 3.03 hereof, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes to the Paying Agent by the Holder thereof in the manner required by Section 4.01 or Section 3.03 hereof, as applicablethis Note. 2023 Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof This Note may not be converted for shares of Common Stock pursuant to paragraph 7 hereof on or after the date of the delivery of such a Purchase Notice, a Fundamental Change Purchase Notice or Fundamental Change Registration Default Purchase Notice, as the case may be, unless such Purchase Notice, Fundamental Change Purchase Notice or Fundamental Change Registration Default Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. (b) AOL may withdraw a Purchase Notice, a Fundamental Change Purchase Notice or Registration Default Purchase Notice, as the case may be, by means of a notice of withdrawal received by the Company at any time prior to the close of business on the Business Day immediately prior to the Purchase Date, the Fundamental Change Purchase Date or Registration Default Purchase Date, as the case may be. (c) A notice of withdrawal of a Purchase Notice, a Fundamental Change Purchase Notice or Registration Default Purchase Notice, as the case may be, may be given as described in subparagraph 6(b) or may be in the form of a conditional withdrawal contained in a Purchase Notice pursuant to the terms of subparagraph 5(b)(2). (d) There shall be no purchase of this Note pursuant to paragraph 5 through the issuance of Common Stock in payment of the Purchase Price, including cash in lieu of fractional shares, if there has occurred (prior to, on or after, as the case may be, the giving, by AOL, of the Purchase Notice) and is continuing an Event of Default. There shall be no purchase of this Note pursuant to paragraph 5 if there has occurred (prior to, on or after, as the case may be, the giving, by AOL, of the Purchase Notice) and is continuing an Event of Default under subparagraph 10(a)(4) or (5).

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. Upon receipt by the Issuer Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 2.04(1) or Section 3.03 hereof2.03(4), as applicable, the Holder of the 2023 Notes CZARS in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such 2023 NotesCZARS. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Notes CZARS (provided the conditions in Section 4.01 2.04(1) or Section 3.03 hereof2.03(4), as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes CZARS to the Paying Agent by the Holder thereof in the manner required by Section 4.01 2.04(1) or Section 3.03 hereof2.03(4), as applicable. 2023 Notes CZARS in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery of such Purchase Notice (or Fundamental Change Purchase Notice, as the case may be), unless such Purchase Notice (or Fundamental Change Purchase Notice, as the case may be, ) has first been validly withdrawn as specified in the following two paragraphs.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. Upon receipt by the Issuer Company of the Fundamental Change Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 3.03(c) or Section 3.03 hereof3.04(a), as applicable, the Holder of the 2023 Notes Note in respect of which such Fundamental Change Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Fundamental Change Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price or Purchase Price, as the case may be, with respect to such 2023 NotesNote. Such Fundamental Change Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Notes Note (provided the conditions in Section 4.01 3.03(c) or Section 3.03 hereof3.04(a), as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes Note to the Paying Agent by the Holder thereof in the manner required by Section 4.01 3.03(c) or Section 3.03 hereof3.04(a), as applicable. 2023 Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery of such Purchase Notice (or Fundamental Change Purchase Notice, as the case may be), unless such Purchase Notice (or Fundamental Change Purchase Notice, as the case may be, ) has first been validly withdrawn as specified in the following two paragraphs.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. (a) Upon receipt by the Issuer any Paying Agent of the a properly completed Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 or Section 3.03 hereof, as applicablefrom a Holder, the Holder of the 2023 Notes Security in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphsSection 3.03(b)) thereafter be entitled to receive solely the Purchase Repurchase Price or Fundamental Change Purchase Price with respect to such 2023 Notes. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase DatePrice, as the case may be, with respect to such 2023 Notes Security, subject to the occurrence of an absence of an Event of Default, or a continuation thereof (other than a Default in the payment of the Repurchase Price or the Fundamental Change Purchase Price, as the case may be). The Repurchase Price or the Fundamental Change Purchase Price, as the case may be, shall be paid to such Holder promptly following the later of (1) the Repurchase Date (provided that the conditions in Section 4.01 3.01 have been satisfied) or the Fundamental Change Purchase Date (provided that the conditions in Section 3.03 hereof, as applicable, 3.02 have been satisfied) and (y2) the time of delivery or book-entry transfer of such 2023 Notes Security to the a Paying Agent by the Holder thereof in the manner required by Section 4.01 3.01(b) or Section 3.03 hereof3.02(c), as applicablethe case may be. 2023 Notes Securities in respect of which a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted for into shares of Common Stock pursuant to Article 4 on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase NoticeNotice unless such Purchase Notice or Fundamental Change Purchase Notice has first been validly withdrawn in accordance with Section 3.03(b) with respect to the Securities to be converted. (b) A Repurchase Notice or a Fundamental Change Purchase 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 Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of withdrawal delivered by the Holder to and actually received by a Paying Agent at any time prior to the close of business on the Business Day immediately prior to the Repurchase Date or the Fundamental Change Purchase Date, as the case may be, unless specifying (1) if certificated Securities are to be withdrawn, the certificate numbers of the Securities in respect of which such notice of withdrawal is being submitted (or if the Securities are not certificated, such written notice must comply with the Applicable Procedures), (2) the principal amount of the 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 (3) the portion of the principal amount of the Security that will remain subject to the original Purchase Notice or the original Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphswhich portion must be a principal amount of $1,000 or an integral multiple thereof.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. Upon receipt by the Issuer Paying Agent of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 3.7(a) or Section 3.03 hereof3.8(c), as applicable, the Holder of the 2023 Notes Note in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price Price, as the case may be, with respect to such 2023 NotesNote. Such Purchase Price or Fundamental Change Purchase Price shall be paid to such Holder, subject to receipts of funds and/or securities by the Paying Agent to such Holder Agent, promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Notes Note (provided the conditions in Section 4.01 3.7 or Section 3.03 hereof3.8, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes Note to the Paying Agent (or surrender of the beneficial interest therein pursuant to Paragraph 7 of the DTC Letter of Representations) by the Holder thereof in the manner required by Section 4.01 3.7 or Section 3.03 hereof3.8, as applicable. 2023 Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock pursuant to Article 7 hereof on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. Upon receipt by the Issuer Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 2.04(l) or Section 3.03 hereof2.03(2), as applicable, the Holder of the 2023 Notes in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such 2023 Notes. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Notes (provided the conditions in Section 4.01 2.04(l) or Section 3.03 hereof2.03(2), as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes to the Paying Agent by the Holder thereof in the manner required by Section 4.01 2.04(l) or Section 3.03 hereof2.03(2), as applicable. 2023 Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery of such Purchase Notice (or Fundamental Change Purchase Notice, as the case may be), unless such Purchase Notice (or Fundamental Change Purchase Notice, as the case may be) has first been validly withdrawn as specified in the following two paragraphs. A Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on the Business Day prior to the Purchase Date or the Fundamental Change Purchase Date, as the case may be, to which it relates specifying: (a) if certificated, the certificate number of the Notes in respect of which such notice of withdrawal is being submitted; (b) the original Principal Amount at Final Maturity of the Notes with respect to which such notice of withdrawal is being submitted; and (c) the original Principal Amount at Final Maturity, if any, of such Notes which remains subject to the original Purchase Notice or Company Fundamental Change Notice, as the case may be, and which has been or shall be delivered for purchase by the Company. There shall be no purchase of any Notes pursuant to Section 2.03 or Section 2.04 or redemption pursuant to Section 2.02 if an Event of Default is continuing (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be). The Paying Agent shall promptly return to the respective Holders thereof any Notes (x) with respect to which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn in compliance with this Supplemental Indenture, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as specified the case may be) in which case, upon such return, the following two paragraphsPurchase Notice or Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. (a) Upon receipt by the Issuer Paying Agent of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 3.06(i) or Section 3.03 hereof3.07(c), as applicable, the Holder of the 2023 Notes Senior Note in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, is withdrawn as specified in the following two paragraphs) thereafter be entitled solely to receive solely the Purchase Price or Fundamental Change Purchase Price Price, as the case may be, with respect to such 2023 NotesSenior Note. Such Purchase Price or Fundamental Change Purchase Price shall be paid to such Holder, subject to receipts of funds and/or securities by the Paying Agent to such Holder Agent, promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Senior Notes (provided the conditions in Section 4.01 3.06(i) or Section 3.03 hereof3.07(c), as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes Senior Note to the Paying Agent by the Holder thereof in the manner required by Section 4.01 3.06 or Section 3.03 hereof3.07(c), as applicable. 2023 Senior Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted for shares of Common Stock pursuant to Article 5 hereof on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has first been validly withdrawn as specified in the following two paragraphs.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. Upon receipt by the Issuer Paying Agent of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 or Section 3.03 hereof, as applicableNotice, the Holder of the 2023 Notes Security in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price Price, as the case may be, with respect to such 2023 NotesSecurity. Such Purchase Price or Fundamental Change Purchase Price shall be paid to such Holder, subject to receipts of funds and/or securities by the Paying Agent to such Holder Agent, promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Notes Security (provided the conditions in Section 4.01 3.08 or Section 3.03 hereof3.09, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes Security to the Paying Agent by the Holder thereof in the manner required by Section 4.01 3.08 or Section 3.03 hereof3.09, as applicable. 2023 Notes Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock pursuant to Article 11 hereof on or after the date of the delivery of such Purchase Notice -- or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Effect of Event of Default. Upon receipt by the Issuer Paying Agent of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 5.7(a) or Section 3.03 hereof5.8(c), as applicable, the Holder of the 2023 Notes Note in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given given, shall (unless such Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, is withdrawn as specified in the following two paragraphsparagraph) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price Price, as the case may be, with respect to such 2023 NotesNote. Such Purchase Price or Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent to such Holder Agent, promptly following the later of (xi) the Business Day following the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Notes Note (provided the conditions in Section 4.01 5.7(a) or Section 3.03 hereof5.8(c), as applicable, have been satisfied) and (yii) the time of delivery or book-entry transfer of such 2023 Notes Note to the Paying Agent by the Holder thereof in the manner required by Section 4.01 5.7(a) or Section 3.03 hereof5.8(c), as applicable. 2023 Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted for shares of Common Stock pursuant to Article VI hereof on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, Notice has first been validly withdrawn as specified in the following two paragraphsparagraph.

Effect of Purchase Notice or Fundamental Change Purchase Notice. Withdrawal; Effect of Event of Default. Upon receipt by the Issuer Company of the Fundamental Change Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.01 11.01(b) or Section 3.03 hereof11.02(a), as applicable, the Holder of the 2023 Notes Securities in respect of which such Fundamental Change Purchase Notice or Fundamental Change 57 Purchase Notice, as the case may be, was given shall (unless such Fundamental Change Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Fundamental Change Purchase Price or Fundamental Change Purchase Price with respect to such 2023 NotesSecurities. Such Fundamental Change Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such 2023 Notes Securities (provided the conditions in Section 4.01 or Section 3.03 hereof, as applicable, this Article 11 have been satisfied) and (y) the time of delivery or book-entry transfer of such 2023 Notes Securities to the Paying Agent by the Holder thereof in the manner required by Section 4.01 11.01 or Section 3.03 hereof11.02, as applicable. 2023 Notes Securities in respect of which a Fundamental Change Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery of such Fundamental Change Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Fundamental Change Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Fundamental Change Purchase Notice or Purchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Purchase Date or the Purchase Date, as the case may be, to which it relates, specifying: (i) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted; (ii) if Definitive Securities have been issued, the certificate number of the Securities in respect of which such notice of withdrawal is being submitted, or, if Definitive Securities have not been issued, the written notice of withdrawal must comply with appropriate DTC procedures; and (iii) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase Notice or Purchase Notice, as the case may be, and which has been or shall be delivered for purchase by the Company. There shall be no purchase of any Securities pursuant to Section 11.01 or Section 11.02 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 or Purchase Price, as the case may be). The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Fundamental Change Purchase Notice or Purchase Notice, as the case may be, 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 cured by the payment of the Fundamental Change Purchase Price or Purchase Price, as the case may be) in which case, upon such return, the Fundamental Change Purchase Notice or Purchase Notice with respect thereto shall be deemed to have been withdrawn.