Common use of Maintenance of Consolidated Tangible Net Worth Clause in Contracts

Maintenance of Consolidated Tangible Net Worth. Except as provided for in Section 1021, if, at any time, SCL’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth, then the Company shall make an offer (an “Offer”), on or prior to the 30th day following the date on which the Company files its quarterly or annual report, as the case may be, with the Commission reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer (or, in the event the Company is not required to file a quarterly report with the Commission in accordance with this Indenture, on or prior to the 30th day following the date on which SCL determines the results for the second fiscal quarter giving rise to the obligation to make the Offer; but in any event not later than the 75th day following the end of the quarter in the case of the first three fiscal quarters in any fiscal year, or the 120th day following the end of the quarter in the case of the fourth quarter in any fiscal year), to purchase 10% of the aggregate principal amount of the Senior Notes originally issued (or such lesser amount as may be outstanding at the time) at a purchase price of 100% of the principal amount plus Interest accrued and unpaid to the date on which the Senior Notes are to be purchased (the “Purchase Date”); provided, however, that if the Purchase Date is an Interest Payment Date, Interest payable on such date shall be paid according to the terms and provisions of Section 307. The Company may not credit against its obligation to purchase Senior Notes on any Purchase Date hereunder the principal amount of any Senior Notes previously acquired or redeemed by the Company. In no event shall the failure to meet the Minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer hereunder. Notice of an Offer, together with a form of letter of transmittal, shall be mailed by the Company not less than 25 days before the Purchase Date to the Trustee and to the Holders at their last registered addresses. The Trustee shall be under no obligation to ascertain whether an Offer is required to be made under this Section 1018. The Offer shall remain open from the time of mailing until at least until five Business Days before the Purchase Date. The notice and form of letter of transmittal shall be accompanied by a copy of the information regarding SCL required to be contained in a quarterly report for the second fiscal quarter referred to above if such second fiscal quarter is one of the Company’s first three fiscal quarters or, if the Company is not required to file quarterly reports with the Commission in accordance with this Indenture, such other report as the Company delivers to its shareholders with respect to such second fiscal quarter or, if no such report is delivered, a copy of SCL’s 72 quarterly financial results for such quarter. If such second fiscal quarter is the Company’s last fiscal quarter of a fiscal year, a copy of the information required to be contained in an annual report for the fiscal year ending with such second fiscal quarter shall either accompany the notice or be delivered to Holders not less than ten days before the Purchase Date. The notice and form of letter of transmittal shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Offer. The notice together with the form of letter of transmittal, which shall govern the terms of the Offer, shall state:

Maintenance of Consolidated Tangible Net Worth. Except as provided for in Section 10211018, if, at any time, SCL’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth, then the Company shall make an offer (an “Offer”), on or prior to the 30th day following the date on which the Company files its quarterly or annual report, as the case may be, with the Commission reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer (or, in the event the Company is not required to file a quarterly report with the Commission in accordance with this Indenture, on or prior to the 30th day following the date on which SCL determines the results for the second fiscal quarter giving rise to the obligation to make the Offer; but in any event not later than the 75th day following the end of the quarter in the case of the first three fiscal quarters in any fiscal year, or the 120th day following the end of the quarter in the case of the fourth quarter in any fiscal year), to purchase 10% of the aggregate principal amount of the Senior Notes originally issued (or such lesser amount as may be outstanding at the time) at a purchase price of 100% of the principal amount plus Interest accrued and unpaid to the date on which the Senior Notes are to be purchased (the “Purchase Date”); provided, however, that if the Purchase Date is an Interest Payment Date, Interest payable on such date shall be paid according to the terms and provisions of Section 307. The Company may not credit against its obligation to purchase Senior Notes on any Purchase Date hereunder the principal amount of any Senior Notes previously acquired or redeemed by the Company. In no event shall the failure to meet the Minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer hereunder. Notice of an Offer, together with a form of letter of transmittal, shall be mailed by the Company not less than 25 days before the Purchase Date to the Trustee and to the Holders at their last registered addresses. The Trustee shall be under no obligation to ascertain whether an Offer is required to be made under this Section 10181015. The Offer shall remain open from the time of mailing until at least until five Business Days before the Purchase Date. The notice and form of letter of transmittal shall be accompanied by a copy of the information regarding SCL required to be contained in a quarterly report for the second fiscal quarter referred to above if such second fiscal quarter is one of the Company’s first three fiscal quarters or, if the Company is not required to file quarterly reports with the Commission in accordance with this Indenture, such other report as the Company delivers to its shareholders with respect to such second fiscal quarter or, if no such report is delivered, a copy of SCL’s 72 quarterly financial results for such quarter. If such second fiscal quarter is the Company’s last fiscal quarter of a fiscal year, a copy of the information required to be contained in an annual report for the fiscal year ending with such second fiscal quarter shall either accompany the notice or be delivered to Holders not less than ten days before the Purchase Date. The notice and form of letter of transmittal shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Offer. The notice together with the form of letter of transmittal, which shall govern the terms of the Offer, shall state:

Maintenance of Consolidated Tangible Net Worth. Except as provided for in Section 102110.22, if, at any time, SCLthe Company’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth, then the Company shall make an offer (an “Offer”), on or prior to the 30th day following the date on which the Company files its quarterly or annual report, as the case may be, with the Commission reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer (or, in the event the Company is not required to file a quarterly report with the Commission in accordance with this Indenture, on or prior to the 30th day following the date on which SCL the Company determines the results for the second fiscal quarter giving rise to the obligation to make the Offer; but in any event not later than the 75th day following the end of the quarter in the case of the first three fiscal quarters in any fiscal year, or the 120th day following the end of the quarter in the case of the fourth quarter in any fiscal year), to purchase 10% of the aggregate principal amount of the Senior Notes originally issued (or such lesser amount as may be outstanding at the time) each series of Securities then Outstanding at a purchase price of 100% of the principal amount plus Interest interest, if any, accrued and unpaid to the date on which the Senior Notes Securities are to be purchased (the “Purchase Date”); provided, however, that if the Purchase Date is an Interest Payment Date, Interest interest payable on such date shall be paid according to the terms and provisions of Section 3073.07. The Company may not credit against its obligation to purchase Senior Notes Securities on any Purchase Date hereunder the principal amount of any Senior Notes Securities previously acquired or redeemed by the Company. In no event shall the failure to meet the Minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer hereunder. Notice of an Offer, together with a form of letter of transmittal, shall be mailed by the Company not less than 25 days before the Purchase Date to the Trustee and to the Holders at their last registered addresses. The Trustee shall be under no obligation to ascertain whether an Offer is required to be made under this Section 1018. The Offer shall remain open from the time of mailing until at least until five Business Days before the Purchase Date. The notice and form of letter of transmittal shall be accompanied by a copy of the information regarding SCL required to be contained in a quarterly report for the second fiscal quarter referred to above if such second fiscal quarter is one of the Company’s first three fiscal quarters or, if the Company is not required to file quarterly reports with the Commission in accordance with this Indenture, such other report as the Company delivers to its shareholders with respect to such second fiscal quarter or, if no such report is delivered, a copy of SCL’s 72 quarterly financial results for such quarter. If such second fiscal quarter is the Company’s last fiscal quarter of a fiscal year, a copy of the information required to be contained in an annual report for the fiscal year ending with such second fiscal quarter shall either accompany the notice or be delivered to Holders not less than ten days before the Purchase Date. The notice and form of letter of transmittal shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Offer. The notice together with the form of letter of transmittal, which shall govern the terms of the Offer, shall state:.

Maintenance of Consolidated Tangible Net Worth. Except as provided for in Section 102110.22, if, at any time, SCLthe Company’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth, then the Company shall make an offer (an “Offer”), on or prior to the 30th day following the date on which the Company files its quarterly or annual report, as the case may be, with the Commission reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer (or, in the event the Company is not required to file a quarterly report with the Commission in accordance with this Indenture, on or prior to the 30th day following the date on which SCL the Company determines the results for the second fiscal quarter giving rise to the obligation to make the Offer; but in any event not later than the 75th day following the end of the quarter in the case of the first three fiscal quarters in any fiscal year, or the 120th day following the end of the quarter in the case of the fourth quarter in any fiscal year), to purchase 10% of the aggregate principal amount of the Senior Notes originally issued (or such lesser amount as may be outstanding at the time) each series of Securities then Outstanding at a purchase price of 100% of the principal amount plus Interest interest, if any, accrued and unpaid to the date on which the Senior Notes Securities are to be purchased (the “Purchase Date”); provided, however, that if the Purchase Date is an Interest Payment Date, Interest interest payable on such date shall be paid according to the terms and provisions of Section 3073.07. The Company may not credit against its obligation to purchase Senior Notes Securities on any Purchase Date hereunder the principal amount of any Senior Notes Securities previously acquired or redeemed by the Company. In no event shall the failure to meet the Minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer hereunder. Notice of an Offer, together with a form of letter of transmittal, shall be mailed by the Company not less than 25 days before the Purchase Date to the Trustee and to the Holders of each Outstanding series of Securities at their last registered addresses. The Trustee shall be under no obligation to ascertain whether an Offer is required to be made under this Section 101810.19. The Offer shall remain open from the time of mailing until at least until five Business Days before the Purchase Date. The notice and form of letter of transmittal shall be accompanied by a copy of the information regarding SCL the Company required to be contained in a quarterly report for the second fiscal quarter referred to above if such second fiscal quarter is one of the Company’s first three fiscal quarters or, if the Company is not required to file quarterly reports with the Commission in accordance with this Indenture, such other report as the Company delivers to its shareholders with respect to such second fiscal quarter or, if no such report is delivered, a copy of SCLthe Company’s 72 quarterly financial results for such quarter. If such second fiscal quarter is the Company’s last fiscal quarter of a fiscal year, a copy of the information required to be contained in an annual report for the fiscal year ending with such second fiscal quarter shall either accompany the notice or be delivered to Holders not less than ten days before the Purchase Date. The notice and form of letter of transmittal shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes Securities pursuant to the Offer. The notice together with the form of letter of transmittal, which shall govern the terms of the Offer, shall state: