Common use of Notice of a Change of Control Clause in Contracts

Notice of a Change of Control. Offer will be mailed by the Company to the Trustee and the Holders not less than 30 calendar days nor more than 60 calendar days before the Change of Control Payment Date. Such notice shall be sent by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes at the address appearing in the register maintained by the Registrar of the Notes, and shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15, the length of time the Change of Control Offer will remain open (which must be at least 20 Business Days) and that all Notes tendered will be accepted for payment, and otherwise subject to the terms and conditions set forth herein; (ii) the Change of Control Purchase Price and the Change of Control Payment Date; (iii) that any Note not tendered or improperly tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date in order to collect the purchase price; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase (including, if any, the ISIN number or Common Code and the certificate number of such Notes), and a statement that such Holder is withdrawing his election to have such Notes purchased; (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of (euro)1,000 and integral multiples thereof; (viii) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and (ix) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent Euro sufficient to pay the Change of Control Purchase Price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Paying Agent an Officers' Certificate stating that such Notes or portions thereof were accepted for purchase by the Company in accordance with the terms of this Indenture. The Paying Agent shall promptly (but in any case not later than 5 calendar days after the Change of Control Payment Date) mail or deliver to each Holder of Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such Notes, and the Company shall promptly execute and issue, and the Trustee shall promptly authenticate and make available for delivery to such Holder, new Notes equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of (euro)1,000 and integral multiples thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. In addition to the foregoing, all notices with respect to a Change of Control Offer will, if and so long as the Notes are listed on the Luxembourg Stock Exchange will be provided in accordance with the terms of Section 3.03(b) hereof. -57- The Company will comply with any tender offer rules under the Exchange Act which may then be applicable, including, but not limited to, Rule 14e-1 thereunder, and any other applicable laws, rules and regulations, in connection with any Change of Control Offer. To the extent that the provisions of any United States federal or state securities laws and regulations conflict with this Section 4.15, the Company will comply with such applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.

Notice of a Change of Control. Offer will shall be mailed by the Company Company, with a copy to the Trustee, or, at the option of the Company and at the expense of the Company, by the Trustee and the Holders not less than within 30 calendar days nor more than 60 calendar days before the following a Change of Control Payment Date. Such notice shall be sent by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes at the address appearing in the register maintained by the Registrar of the Notes, and shall statewith the following statements and/or information: (i1) that the a Change of Control Offer is being made pursuant to this Section 4.154.17 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; (2) the purchase price, the length expiration date of time the Change of Control Offer will remain open (the "Expiration Date"), which must shall be at least 20 Business Daysno earlier than 30 days nor later than 60 days from the date such notice is mailed (except as may be otherwise required by applicable law) and that all Notes tendered will be accepted for payment, and otherwise subject to the terms and conditions set forth herein; (ii) the Change of Control Purchase Price and the Change of Control Payment Date, which shall be no later than the third Business Day following the Expiration Date; (iii3) that any Note not tendered or improperly properly tendered will remain outstanding and continue to accrue interestinterest and Liquidated Damages, if any; (iv4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after and Liquidated Damages, if any, on the Change of Control Payment Date; (v5) that Holders electing to have their Notes a Note purchased pursuant to a any Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent and at the address specified in the notice prior to the close expiration of business on the third Business Day preceding the Change of Control Payment Date in order to collect the purchase priceOffer; (vi6) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Company to purchase such Notes, provided that the Company, the depositary or Paying Agent Agent, as the case may be, receives, not later than the close of business on the Change of Control Payment Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered tendered for purchase (including, if any, the ISIN number or Common Code and the certificate number of such Notes)purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Notes purchased; (vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry transfer), provided that each Note purchased and each such new Note issued shall which unpurchased portion must be equal to $1,000 in an original principal amount in denominations of (euro)1,000 and or an integral multiples multiple thereof; (viii) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and (ix) the name and address 8) a description of the Paying Agent. On transaction or transactions that constitute the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent Euro sufficient to pay the Change of Control Purchase Price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Paying Agent an Officers' Certificate stating that such Notes or portions thereof were accepted for purchase by the Company in accordance with the terms of this Indenture. The Paying Agent shall promptly (but in any case not later than 5 calendar days after the Change of Control Payment Date) mail or deliver to each Holder of Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such Notes, and the Company shall promptly execute and issue, and the Trustee shall promptly authenticate and make available for delivery to such Holder, new Notes equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of (euro)1,000 and integral multiples thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. In addition to the foregoing, all notices with respect to a Change of Control Offer will, if and so long as the Notes are listed on the Luxembourg Stock Exchange will be provided in accordance with the terms of Section 3.03(b) hereof. -57- The Company will comply with any tender offer rules under the Exchange Act which may then be applicable, including, but not limited to, Rule 14e-1 thereunder, and any other applicable laws, rules and regulations, in connection with any Change of Control Offer. To the extent that the provisions of any United States federal or state securities laws and regulations conflict with this Section 4.15, the Company will comply with such applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue thereofControl.

Notice of a Change of Control. Offer will be mailed by the Company to the Trustee and the Holders not less than 30 calendar days nor more than 60 calendar days before the Change of Control Payment Date. Such notice shall be sent sent, by first-class mail, postage prepaid, by the Company not later than the 30th day after the Change of Control Date to the Holders of the Notes at their last registered addresses with a copy to the Trustee and to each Holder the Paying Agent. The Change of Control Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Notes at the address appearing in the register maintained Change of Control Offer, shall include such disclosures as are required by the Registrar of the Notes, law and shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15, the length of time 4.19 and that all Notes validly tendered into the Change of Control Offer will remain open (which must be at least 20 Business Days) and that all Notes tendered not withdrawn will be accepted for payment, and otherwise subject to the terms and conditions set forth herein; (ii) the purchase price (including the amount of accrued interest, if any) for each Note, the Change of Control Purchase Price Date and the date on which the Change of Control Payment DateOffer expires; (iii) that any Note not tendered or improperly tendered for payment will continue to accrue interestinterest in accordance with the terms thereof; (iv) that, unless the Company defaults shall default in the payment of the Change of Control Purchase Pricepurchase price, any Notes Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Purchase Date; (v) that Holders electing to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the their Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business 5:00 p.m., New York City time, on the third Business Day preceding the Change of Control Payment Purchase Date in order and must complete any form of letter of transmittal proposed by the Company and reasonably acceptable to collect the purchase priceTrustee and the Paying Agent; (vi) that Holders of Notes will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business 5:00 p.m., New York City time, on the Change of Control Payment Purchase Date, a tested telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Notes Holder delivered for purchase purchase, the Note certificate number (including, if any, the ISIN number or Common Code and the certificate number of such Notes), ) and a statement that such Holder is withdrawing his its election to have such Notes purchased; (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of (euro)1,000 and integral multiples thereof; (viii) any other procedures the instructions that a Holder Holders must follow in order to accept a Change of Control Offer or effect withdrawal of such acceptancetender their Notes; and (ix) information concerning the name and address business of the Paying AgentCompany, the most recent annual and quarterly reports of the Company filed with the SEC pursuant to the Exchange Act (or, if the Company is not then permitted to file any such reports with the SEC, the comparable reports prepared pursuant to Section 4.02), a description of material developments in the Company's business, information with respect to pro forma historical financial information after giving effect to such Change of Control and such other information concerning the circumstances and relevant facts regarding such Change of Control Offer as would be material to a Holder of Notes in connection with the decision of such Holder as to whether or not it should tender Notes pursuant to the Change of Control Offer. On the Change of Control Payment Purchase Date, the Company shall, to the extent lawful, shall (i) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent Euro money, in immediately available funds, sufficient to pay the Change of Control Purchase Price purchase price of all Notes or portions thereof so tendered and accepted and (iii) deliver or cause to be delivered to the Paying Agent Trustee the Notes so accepted together with an Officers' Certificate stating that such setting forth the Notes or portions thereof were tendered to and accepted for purchase payment by the Company in accordance with the terms of this IndentureCompany. The Paying Agent shall promptly (but in any case not later than 5 calendar days after the Change of Control Payment Date) mail or deliver to each Holder the Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such Notes, and the Company shall promptly execute and issuepurchase price, and the Trustee shall promptly authenticate and make available for delivery mail or deliver to such Holder, Holders a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of (euro)1,000 $1,000 and integral multiples thereof. Any Note Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Change of Control Offer not later than the first Business Day following the Change of Control Purchase Date. In addition to the foregoing, all notices with respect to event that a Change of Control Offer willoccurs and the holders of Notes exercise their right to require the Company to purchase Notes, if and so long as the Notes are listed on the Luxembourg Stock Exchange will be provided in accordance with the terms such purchase constitutes a "tender offer" for purposes of Section 3.03(b) hereof. -57- The Company will comply with any tender offer rules Rule 14e-1 under the Exchange Act which may then be applicable, including, but not limited to, Rule 14e-1 thereunder, and any other applicable laws, rules and regulations, in connection with any Change of Control Offer. To the extent at that the provisions of any United States federal or state securities laws and regulations conflict with this Section 4.15time, the Company will comply with the requirements of Rule 14e-1 as then in effect with respect to such applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue thereofrepurchase.

Notice of a Change of Control. Offer will be mailed by the Company to the Trustee and the Holders not less than 30 calendar days nor more than 60 calendar days before the Change of Control Payment Date. Such notice shall be sent by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes Notes, at the address appearing in the register maintained by the Registrar of the Notes, and shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15, the length of time the Change of Control Offer will remain open (which must be at least 20 Business Days) 4.14 and that all Notes tendered will be accepted for payment, and otherwise subject to the terms and conditions set forth herein; (ii) the Change of Control Purchase Price and the Change of Control Payment Date; (iii) that any Note not tendered or improperly tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date in order to collect the purchase priceDate; (vi) that Holders will be entitled to withdraw their election acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase (including, if any, the ISIN number or Common Code and the certificate number of such Notes)purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased; (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, ; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of (euro)1,000 $1,000 and integral multiples thereof; (viii) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and (ix) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent Euro money sufficient to pay the Change of Control Purchase Price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Paying Agent Trustee Notes so accepted together with an Officers' Certificate stating that such the Notes or portions thereof were accepted for purchase by tendered to the Company in accordance with the terms of this IndentureCompany. The Paying Agent shall promptly (but in any case not later than 5 calendar days after the Change of Control Payment Date) mail or deliver to each Holder of Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such Notes, and the Company shall promptly execute and issue, and the Trustee shall promptly authenticate and make available for delivery to such Holder, a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of (euro)1,000 $1,000 and integral multiples thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. In addition to the foregoing, all notices with respect to a Change of Control Offer will, if and so long as the Notes are listed on the Luxembourg Stock Exchange will be provided in accordance with the terms of Section 3.03(b) hereof. -57- The Company will comply with any tender offer rules under the Exchange Act which may then be applicable, including, but not limited to, Rule 14e-1 thereunder, and any other applicable laws, rules and regulations, in connection with any Change of Control Offer. To the extent that the provisions of any United States federal or state securities laws and regulations conflict with this Section 4.154.14, the Company will comply with such applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 4.14 by virtue thereof.

Notice of a Change of Control. Offer will shall be mailed by the Company to Trustee (at the Trustee and the Holders Company's expense) not less more than 30 calendar days nor more than 60 calendar days before after the Change of Control Payment Date. Such notice shall be sent by first-class mail, postage prepaid, to the Trustee and to each Holder of the Notes Securities at the such Holder's last registered address appearing in the register maintained by Register. The Change of Control Offer shall remain open from the Registrar time of the Notesmailing until the Change of Control Purchase Date. The notice shall be accompanied by (i) the most recently filed Annual Report on Form 10-K of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q of the Company, and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required pursuant to Section 4.02), (ii) a description of any material developments in the Company's business since the latest annual or quarterly report filed 44 52 with the Trustee pursuant to Section 4.02 and, if material, any appropriate pro forma financial information (including but not limited to pro forma income, cash flow and capitalization after giving effect to such Change of Control) and (iii) such other information, if any, concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed investment decision. The Company shall provide the Trustee with copies of all materials to be delivered with such notice. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Change of Control Offer. The notice shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15, 4.17 and the length of time reason for the Change of Control Offer will remain open (which must be at least 20 Business Days) and that all Notes Securities tendered will shall be accepted for payment, and otherwise subject to the terms and conditions set forth herein; (ii) the material circumstances and relevant material facts regarding such Change of Control Purchase Price and the Change of Control Payment DateControl; (iii) the purchase price and the purchase date, which shall be 25 Business Days from the date such notice is mailed or, if acceptance for payment and payment is not then lawful, on the earliest subsequent Business Day on which acceptance for payment and payment is then lawful (a "Change of Control Purchase Date"); (iv) the name and address of the Paying Agent and the Trustee and that Securities must be surrendered to the Paying Agent to collect the purchase price; (v) that any Note Security not tendered or improperly tendered will accepted for payment shall continue to accrue interest; (ivvi) that, unless the Company defaults in the payment of the Change of Control Purchase Price, that any Notes Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Purchase Date; (vvii) that Holders each Holder electing to have their Notes a Security purchased pursuant to a Change of Control Offer will shall be required to surrender the NotesSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date in order to collect the purchase pricePurchase Date; (viviii) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities the Notes Holder delivered for purchase (includingpurchase, if any, the ISIN number or Common Code and the certificate number of such Notes), Securities the Holder delivered and a statement that such Holder is withdrawing his its election to have such Notes Securities purchased; (viiix) that Holders whose Notes are being purchased only in part will shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchased and each Securities surrendered if such new Note issued shall be in an original principal amount in denominations of (euro)1,000 and integral multiples thereof; (viii) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal Holders only desire part of such acceptanceSecurities to be purchased; and (ixx) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent Euro sufficient to pay the Change of Control Purchase Price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Paying Agent an Officers' Certificate stating that such Notes or portions thereof were accepted for purchase by the Company in accordance with the terms of this Indenture. The Paying Agent shall promptly (but in any case not later than 5 calendar days after the Change of Control Payment Date) mail or deliver to each Holder of Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such Notes, and the Company shall promptly execute and issue, and the Trustee shall promptly authenticate and make available for delivery to such Holder, new Notes equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of (euro)1,000 and integral multiples thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. In addition to the foregoing, all notices with respect to a Change of Control Offer will, if and so long as the Notes are listed on the Luxembourg Stock Exchange will be provided in accordance with the terms of Section 3.03(b) hereof. -57- The Company will comply with any tender offer rules under the Exchange Act which may then be applicable, including, but not limited to, Rule 14e-1 thereunder, and any other information required by applicable lawslaw, rules and regulations, in connection with any Change of Control Offer. To the extent that the provisions of any United States federal or state securities laws and regulations conflict with this Section 4.15, the Company will comply with such applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.

Notice of a Change of Control. Offer will shall be mailed sent, by the Company first class mail, to the Trustee and the Holders each Holder not less than 30 calendar twenty-five (25) days nor more than 60 calendar forty-five (45) days before the Change of Control Payment Date, with copies to the Trustee, which notice shall, consistent with the provisions of this Section 4.17, govern the terms of the Change of Control Offer. Such notice shall be sent by first-class mail, postage prepaid, contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Trustee and to each Holder Change of the Notes at the address appearing in the register maintained by the Registrar of the Notes, Control Offer and shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15, the length of time the Change of Control Offer will remain open (which must be at least 20 Business Days) 4.17 and that all Notes Securities properly tendered will be accepted for payment, and otherwise subject to the terms and conditions set forth herein; (ii) the Change Redemption Price (including the amount of Control Purchase Price accrued interest) and the Change of Control Payment Date; (iii) that any Note Security not tendered or improperly tendered will continue to accrue interestinterest in accordance with the terms thereof; (iv) that, unless the Company defaults in the making payment of the Change of Control Purchase Pricetherefor, any Notes Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have their Notes a Security purchased pursuant to a Change of Control Offer will be required to surrender the NotesSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse last page of the Notes Security completed, to the Paying Agent at the address specified in the notice prior to the close of business 5:00 p.m., New York City time, on the third Business Day preceding prior to the Change of Control Payment Date in order to collect the purchase priceDate; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the close of business on Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes Securities the Holder delivered for purchase purchase, the Security certificate number (including, if any, the ISIN number or Common Code and the certificate number of such Notes), ) and a statement that such Holder is withdrawing his its election to have such Notes Security purchased; (vii) that Holders whose Notes Securities are being purchased only in part will be issued new Notes equal Securities in a principal amount equal to the unpurchased portion of the Notes Securities surrendered, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of (euro)1,000 and integral multiples thereof;; and (viii) any other procedures that a Holder must follow to accept a the circumstances and relevant facts regarding such Change of Control Offer or effect withdrawal of such acceptance; and (ix) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent Euro sufficient to pay the Change of Control Purchase Price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Paying Agent an Officers' Certificate stating that such Notes or portions thereof were accepted for purchase by the Company in accordance with the terms of this Indenture. The Paying Agent shall promptly (but in any case not later than 5 calendar days after the Change of Control Payment Date) mail or deliver to each Holder of Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such Notes, and the Company shall promptly execute and issue, and the Trustee shall promptly authenticate and make available for delivery to such Holder, new Notes equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of (euro)1,000 and integral multiples thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. In addition to the foregoing, all notices with respect to a Change of Control Offer will, if and so long as the Notes are listed on the Luxembourg Stock Exchange will be provided in accordance with the terms of Section 3.03(b) hereof. -57- The Company will comply with any tender offer rules under the Exchange Act which may then be applicable, including, but not limited to, Rule 14e-1 thereunder, and any other applicable laws, rules and regulations, in connection with any Change of Control Offer. To the extent that the provisions of any United States federal or state securities laws and regulations conflict with this Section 4.15, the Company will comply with such applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue thereofControl.