Common use of Notice of Change in Control; Conditions to Company Action Clause in Contracts

Notice of Change in Control; Conditions to Company Action. (i) Unless the Company has exercised its right to prepay all of the Notes pursuant to Section 8.2 and the date fixed for such prepayment is on or before the last permissible Proposed Prepayment Date (as defined below) for a prepayment pursuant to an offer under this Section 8.7(a)(i), the Company will, within five Business Days after a Responsible Officer has knowledge of the occurrence of a Change in Control, give written notice of such Change in Control to each holder of Notes, unless notice in respect of such Change in Control shall have been given pursuant to subparagraph (ii) of this Section 8.7(a). If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay the Notes as described in Section 8.7(b). (ii) The Company will not take any action that consummates or finalizes a Change in Control unless at least 10 Business Days prior to such action the Company shall have given to each holder of Notes written notice containing and constituting an offer to prepay such Notes as described in Section 8.7(b), accompanied by the certificate described in Section 8.7(f), and subject to the provisions of clause (c) of this Section 8.7, substantially contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Notice of Change in Control; Conditions to Company Action. (i) Unless the Company has exercised its right to prepay all of the Notes pursuant to Section 8.2 and the date fixed for such prepayment is on or before the last permissible Proposed Prepayment Date (as defined below) for a prepayment pursuant to an offer under this Section 8.7(a)(i), the Company will, within five 5 Business Days after a Responsible Officer has knowledge of the occurrence of a Change in Control, give written notice of such Change in Control to each holder of Notes, unless notice in respect of such Change in Control shall have been given pursuant to subparagraph (ii) of this Section 8.7(a). If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay the Notes as described in Section 8.7(b). (ii) The Company will not take any action that consummates or finalizes a Change in Control unless at least 10 ten (10) Business Days prior to such action the Company shall have given to each holder of Notes written notice containing and constituting an offer to prepay such Notes as described in Section 8.7(b), accompanied by the certificate described in Section 8.7(f), and subject to the provisions of clause (c) of this Section 8.7, substantially contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.