Common use of Notice of Election Clause in Contracts

Notice of Election. Company's notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. CompanyThe Purchasing Party shall have a period of 60 days after receipt of the Selling Party's notices of election Certification specified in Subsection 6.4(a) hereof to purchase with Cash ------------------ or Common Stockserve upon the Selling Party a Notice which shall specify whether such Purchasing Party will Approve a transfer to such prospective transferee, or any combination thereofwhether the Purchasing Party shall purchase the entire interest of the Selling Party as provided in Subsection 6.4(b) hereof. If the Purchasing Party fails to give such Notice within the allocated time, the Purchasing Party shall be sent deemed to have approved the Holders (transfer of the interest to such prospective transferee, and the Purchasing Party shall, if requested by the Selling Party, execute, acknowledge and deliver such documents, or cause the same to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d)be executed, as applicable (eachacknowledged and delivered, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stockincluding without limitation, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid rights and restrictions contained in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk this Section 6 with respect to further transfers. Any such new Venturer shall execute and deliver to the value other Venturers such documents as the other Venturers may reasonably request confirming the assumption by such new Venturer of the Common Stock obligations of the Selling Party under this Agreement. At the time of closing of a transfer to be received from a third party transferee pursuant to this Subsection 6.4, the date such Market Price is determined Purchasing Party shall execute and deliver to the Purchase DateSelling Party and such transferee a written estoppel certificate in recordable form pursuant to which the Purchasing Party shall certify and agree that to the best of the Purchasing Party's knowledge and belief the pending transfer is permitted pursuant to this Subsection (provided, that to the best of the Purchasing Party's knowledge and belief such transfer is, in fact, permitted by this Subsection). In such estoppel certificate, the Purchasing Party shall waive any casefurther right whatsoever to attempt to force a rescission or setting aside of such transfer; provided, each Company Notice however, the Purchasing Party shall include a form of Purchase Notice expressly reserve any rights thereafter to be completed by a Securityholder and shall state: (i) pursue any action for damages against both the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent Selling Party and the Conversion Agent; (iii) that Securities as transferee should the Purchasing Party thereafter determine that, contrary to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn Purchasing Party's earlier best knowledge and belief, the transfer was in fact not consummated in strict accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company6.

Notice of Election. CompanyThe Purchasing Party shall have a period ------------------ of 60 days after receipt of the Selling Party's notices of election Certification specified in Subsection 6.4(a) hereof to purchase with Cash ------------------ or Common Stockserve upon the Selling Party a Notice which shall specify whether such Purchasing Party will Approve a transfer to such prospective transferee, or any combination thereofwhether the Purchasing Party shall purchase the entire interest of the Selling Party as provided in Subsection 6.4(b) hereof. If the Purchasing Party fails to give such Notice within the allocated time, the Purchasing Party shall be sent deemed to have approved the Holders (transfer of the interest to such prospective transferee, and the Purchasing Party shall, if requested by the Selling Party, execute, acknowledge and deliver such documents, or cause the same to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d)be executed, as applicable (eachacknowledged and delivered, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stockincluding without limitation, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid rights and restrictions contained in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk this Section 6 with respect to further transfers. Any such new Venturer shall execute and deliver to the value other Venturers such documents as the other Venturers may reasonably request confirming the assumption by such new Venturer of the Common Stock obligations of the Selling Party under this Agreement. At the time of closing of a transfer to be received from a third party transferee pursuant to this Subsection 6.4, the date such Market Price is determined Purchasing Party shall execute and deliver to the Purchase DateSelling Party and such transferee a written estoppel certificate in recordable form pursuant to which the Purchasing Party shall certify and agree that to the best of the Purchasing Party's knowledge and belief the pending transfer is permitted pursuant to this Subsection (provided, that to the best of the Purchasing Party's knowledge and belief such transfer is, in fact, permitted by this Subsection). In such estoppel certificate, the Purchasing Party shall waive any casefurther right whatsoever to attempt to force a rescission or setting aside of such transfer; provided, each Company Notice however, the Purchasing Party shall include a form of Purchase Notice expressly reserve any rights thereafter to be completed by a Securityholder and shall state: (i) pursue any action for damages against both the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent Selling Party and the Conversion Agent; (iii) that Securities as transferee should the Purchasing Party thereafter determine that, contrary to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn Purchasing Party's earlier best knowledge and belief, the transfer was in fact not consummated in strict accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company6.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common Stockparagraph 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.8(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with shares of CD Common Stock, the Company Notice shall: (1) state that each Holder will receive shares of CD Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the shares of CD Common Stock; and (3) state that because the Market Price of shares of CD Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the shares of CD Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and paragraph 8 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.8 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.8(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, Original Issue Discount on such Securities will cease to accrue on the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. CompanyThe Purchasing Party shall have a period of ------------------ 60 days after receipt of the Selling Party's notices of election Certification specified in Subsection 6.4(a) hereof to purchase with Cash ------------------ or Common Stockserve upon the Selling Party a Notice which shall specify whether such Purchasing Party will Approve a transfer to such prospective transferee, or any combination thereofwhether the Purchasing Party shall purchase the entire interest of the Selling Party as provided in Subsection 6.4(b) hereof. If the Purchasing Party fails to give such Notice within the allocated time, the Purchasing Party shall be sent deemed to have approved the Holders (transfer of the interest to such prospective transferee, and the Purchasing Party shall, if requested by the Selling Party, execute, acknowledge and deliver such documents, or cause the same to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d)be executed, as applicable (eachacknowledged and delivered, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stockincluding without limitation, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid rights and restrictions contained in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk this Section 6 with respect to further transfers. Any such new Venturer shall execute and deliver to the value other Venturers such documents as the other Venturers may reasonably request confirming the assumption by such new Venturer of the Common Stock obligations of the Selling Party under this Agreement. At the time of closing of a transfer to be received from a third party transferee pursuant to this Subsection 6.4, the date such Market Price is determined Purchasing Party shall execute and deliver to the Purchase DateSelling Party and such transferee a written estoppel certificate in recordable form pursuant to which the Purchasing Party shall certify and agree that to the best of the Purchasing Party's knowledge and belief the pending transfer is permitted pursuant to this Subsection (provided, that to the best of the Purchasing Party's knowledge and belief such transfer is, in fact, permitted by this Subsection). In such estoppel certificate, the Purchasing Party shall waive any casefurther right whatsoever to attempt to force a rescission or setting aside of such transfer; provided, each Company Notice however, the Purchasing Party shall include a form of Purchase Notice expressly reserve any rights thereafter to be completed by a Securityholder and shall state: (i) pursue any action for damages against both the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent Selling Party and the Conversion Agent; (iii) that Securities as transferee should the Purchasing Party thereafter determine that, contrary to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn Purchasing Party's earlier best knowledge and belief, the transfer was in fact not consummated in strict accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company6.

Notice of Election. CompanyThe Issuer's notices notice of election to purchase with Cash ------------------ cash or Class A Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 10.4 at the time specified in Section 3.08(c) 14.3 or (d)14.4, as applicable (each, a the "Company Issuer Repurchase Notice"). Such Company Notices Issuer Repurchase Notice shall state the manner of payment elected and shall contain the following information: In the event the Company Issuer has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Class A Common Stock, the Company Issuer Repurchase Notice shall: (1) state that each Holder will receive Class A Common Stock with a Market Price determined as of a specified date prior to the Purchase Repurchase Date equal to such specified percentage of the Purchase Repurchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Class A Common Stock as required by Section 14.4; and (3) state that that, because the Market Price of Class A Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Class A Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Issuer Repurchase Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder and shall state: (iA) the Purchase Repurchase Price and the Conversion RatePrice; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article Twelve only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security security as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security as described in (iv)D) above; (viF) the procedures the Holder must follow to exercise rights under Section 3.08this Article and a brief description of those rights; (viiG) briefly, the conversion rights of the Securities; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D14.1(1)(D) or Section 3.1014.9). At the CompanyIssuer's request, the Trustee shall give the Company such Issuer Repurchase Notice in the CompanyIssuer's name and at the CompanyIssuer's expense; provided, however, that, in all cases, the text of the Company such Issuer Repurchase Notice shall be prepared by the CompanyIssuer. Upon determination of the actual number of shares of Class A Common Stock to be issued for each $1,000 principal amount of Securities, the Issuer will publish such determination in a newspaper of national circulation.

Notice of Election. Company's notices (a) By no later than September 3, 2001, PEI agrees to notify Sellers in writing of its election to purchase with Cash ------------------ pay the consideration due September 14, 2001 in cash, PEI Shares or Common Stocka combination thereof. To the extent PEI elects to pay all or a portion of such consideration in PEI Shares, each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Initial Registration Statement (the "Initial Eligible Shares") and the amount of such stock consideration that such Seller will hold for investment (the "Initial Investment Shares") by delivering properly completed questionnaires in the form attached hereto as Exhibit G (the "Eligible Shares Election Form"). (b) By no later than the tenth Business Day preceding March 1 of each year beginning in 2002, PEI agrees to notify Sellers in writing of its election to pay the applicable consideration due for such calendar year in cash, PEI Shares or a combination thereof. To the extent PEI elects to pay all or a portion of such consideration in PEI Shares, each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Initial Registration Statement or any Additional Registration Statement, as the case may be (the "Additional Eligible Shares") and the amount of such stock consideration that such Seller intends to hold for investment (the "Additional Investment Shares) by delivering a properly completed Eligible Shares Election Form. (c) By no later than the tenth Business Day preceding March 1 in any year that the Performance Based Purchase Price is to be paid, PEI agrees to notify the Sellers in writing of its election to pay such consideration in cash, PEI Shares or a combination thereof. To the extent PEI elects to pay all or a portion of the consideration in PEI Shares, shall be sent each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Holders Additional Registration Statement (the "Performance Based Eligible Shares," and together with the Initial Eligible Shares, the Additional Eligible Shares and the Make Whole Shares (as defined below), the "Eligible Shares") and the amount of such stock consideration that such Seller intends to beneficial owners as required hold for investment (the "Performance Based Investment Shares," and together with the Initial Investment Shares and the Additional Investment Shares, the "Investment Shares") by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or delivering a properly completed Eligible Shares Election Form. (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected ) If any Seller fails to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid notify PEI in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn writing in accordance with the terms of this Indenture;Section 2.5.5, of such Seller's election with respect to Eligible Shares, PEI will notify such Seller in writing of such failure. If within 3 days of delivery of such notice, such Seller fails to respond to PEI's notice, then such Seller will be deemed to have elected to designate the applicable PEI Shares as Eligible Shares; provided that (i) such Seller promptly delivers all information required in the Eligible Shares Election Form, (ii) any grace period provided for in Section 2.5.7 will not commence until such Seller complies with clause (i) above, and (iii) any period of time allowable before an Event of Default occurs will not commence until such Seller complies with clause (i) above. Without limiting the effect of any other provision in this Section 2.5, the applicable Selling Period will not be extended if Sellers fail to comply with clause (i) above within 10 calendar days of their receipt of the second notice from PEI under this Section 2.5.5(d). At all times during which any registration statement pursuant to this Section 2.5 is in effect, Sellers will promptly notify PEI in writing of any changes to the information set forth in the applicable Eligible Shares Election Form. (ive) Sellers hereby acknowledge that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) PEI will have no further obligations with respect to the registration of Investment Shares and Converted Investment Shares and (1b) (D) Investment Shares and Converted Investment Shares will not be subject to the make-whole provisions set forth in Section 2.5.6. Sellers hereby agree not to sell or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name otherwise dispose of Investment Shares and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the CompanyConverted Investment Shares during any applicable Selling Period.

Notice of Election. Company's notices The Company shall send a notice of its election (the "Company Notice") to purchase with Cash ------------------ cash or Common Stock, Stock or any -------------- combination thereof, thereof to each Holder (and to each beneficial owner as required by applicable law) in the manner provided in Section 11.02. The Company Notice shall be sent to the Holders (and to beneficial owners as required by applicable law) in on a date not less than 20 Business Days prior to the manner provided in Section 12.02 at Purchase Date (such date not less than 20 Business Days prior to the time specified in Section 3.08(c) or (d), Purchase Date being herein referred to as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices ------------------- Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a any specified percentage thereof) with Common Stock, the Company Notice notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined determined, in accordance with the terms of this Indenture, as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except for any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and Price; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notice shall include a form of Purchase Notice to be completed by a Securityholder the Holder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion AgentAgent and of the office or agency referred to in Section 4.05; (iii) that Securities as to which a Purchase Notice has been given may be converted into Common Stock at any time prior to the close of business on the applicable Purchase Date only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent or to the office or agency referred to in Section 4.05 to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv)) ; (vi) the procedures set forth in Section 3.08(a) the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10). At the Company's written request, the Trustee shall give the Company Notice such notice in the Company's name and at the Company's expense; provided, however, that, in all -------- ------- cases, the text of the Company Notice such notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of Securities, the Company promptly will issue a press release and publish such determination on its Website on the World Wide Web and furnish the Trustee with an affidavit of publication.

Notice of Election. Company's notices If the indemnifying Party delivers a Notice of election Election relating to purchase with Cash ------------------ or Common Stockany claim within the required notice period, or any combination thereofso long as it is actively defending such claim, the indemnifying Party 63 CONFIDENTIAL shall be sent entitled to have sole control over the Holders (defense and to beneficial owners as required by applicable law) in the manner settlement of such claim; provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price indemnified Party shall be entitled to participate in the defense of such claim and Conversion Rate; to employ counsel at its own expense to assist in the handling of such claim; (ii) where the name and address indemnified Party is so represented, the indemnifying Party shall keep the indemnified Party 's counsel informed of each step in the Paying Agent and the Conversion Agent; handling of any such claim; (iii) that Securities the indemnified Party shall provide, at the indemnifying Party's request and expense, such assistance and information as is available to which the indemnified Party for the defense and settlement of such claim; and (iv) the indemnifying Party shall obtain the prior written approval of the indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim where such settlement or cessation of defense would prejudice any rights of the indemnified Party or result in the indemnified Party making any payment. After the indemnifying Party has delivered a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn of Election relating to any claim in accordance with the terms of this Indenture; (iv) that Securities must preceding paragraph, the indemnifying Party shall not be surrendered liable to the Paying Agent to collect payment; (v) that the Purchase Price indemnified Party for any Security as legal expenses incurred by the indemnified Party in connection with the defense of that claim. In addition, the indemnifying Party shall not be required to indemnify the indemnified Party for any amount paid or payable by the indemnified Party in the settlement of any claim for which the indemnifying Party has delivered a Purchase timely Notice has been given and not withdrawn will be paid promptly following of Election if such amount was agreed to without the later prior written consent of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Companyindemnifying Party.

Notice of Election. Company's notices (a) By no later than September 3, 2001, PEI agrees to notify Sellers in writing of its election to purchase with Cash ------------------ pay the consideration due September 14, 2001 in cash, PEI Shares or Common Stocka combination thereof. To the extent PEI elects to pay all or a portion of such consideration in PEI Shares, each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Initial Registration Statement (the "Initial Eligible Shares") and the amount of such stock consideration that such Seller will hold for investment (the "Initial Investment Shares") by delivering properly completed questionnaires in the form attached hereto as Exhibit G (the "Eligible Shares Election Form"). (b) By no later than the tenth Business Day preceding March 1 of each year beginning in 2002, PEI agrees to notify Sellers in writing of its election to pay the applicable consideration due for such calendar year in cash, PEI Shares or a combination thereof. To the extent PEI elects to pay all or a portion of such consideration in PEI Shares, each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Initial Registration Statement or any Additional Registration Statement, as the case may be (the "Additional Eligible Shares") and the amount of such stock consideration that such Seller intends to hold for investment (the "Additional Investment Shares) by delivering a properly completed Eligible Shares Election Form. (c) By no later than the tenth Business Day preceding March 1 in any year that the Performance Based Purchase Price is to be paid, PEI agrees to notify the Sellers in writing of its election to pay such consideration in cash, PEI Shares or a combination thereof. To the extent PEI elects to pay all or a portion of the consideration in PEI Shares, shall be sent each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Holders Additional Registration Statement (the "Performance Based Eligible Shares," and together with the Initial Eligible Shares, the Additional Eligible Shares *****, the "Eligible Shares") and the amount of such stock consideration that such Seller intends to beneficial owners as required hold for investment (the "Performance Based Investment Shares," and together with the Initial Investment Shares and the Additional Investment Shares, the "Investment Shares") by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or delivering a properly completed Eligible Shares Election Form. (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected ) If any Seller fails to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid notify PEI in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn writing in accordance with the terms of this Indenture;Section 2.5.5, of such Seller's election with respect to Eligible Shares, PEI will notify such Seller in writing of such failure. If within 3 days of delivery of such notice, such Seller fails to respond to PEI's notice, then such Seller will be deemed to have elected to designate the applicable PEI Shares as Eligible Shares; provided that (i) such Seller promptly delivers all information required in the Eligible Shares Election Form, (ii) any grace period provided for in Section 2.5.7 will not commence until such Seller complies with clause (i) above, and (iii) any period of time allowable before an Event of Default occurs will not commence until such Seller complies with clause (i) above. Without limiting the effect of any other provision in this Section 2.5, the applicable Selling Period will not be extended if Sellers fail to comply with clause (i) above within 10 calendar days of their receipt of the second notice from PEI under this Section 2.5.5(d). At all times during which any registration statement pursuant to this Section 2.5 is in effect, Sellers will promptly notify PEI in writing of any changes to the information set forth in the applicable Eligible Shares Election Form. (ive) Sellers hereby acknowledge that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) PEI will have no further obligations with respect to the registration of Investment Shares and Converted Investment Shares and *****. Sellers hereby agree not to sell or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name otherwise dispose of Investment Shares and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the CompanyConverted Investment Shares during any applicable Selling Period.

Notice of Election. The Company's notices notice of election to purchase repurchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 10.02 of the Indenture at the time specified in Section 3.08(c) 12.03 or (d)12.04, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Repurchase Price of the Securities 2020 Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Repurchase Price and the Conversion Rate; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities 2020 Debentures as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article XI hereof only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities 2020 Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security 2020 Debenture as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security 2020 Debenture as described in (ivD); (viF) the procedures the Holder must follow to exercise repurchase rights under Section 3.08this Article XII and a brief description of those rights; (viiG) briefly, the conversion rights of the Securities2020 Debentures; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 12.01 or Section 3.1012.09). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; providedPROVIDED, howeverHOWEVER, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of 2020 Debentures, the Company will publish such determination at the Company's Web site on the World Wide Web or through such other public medium as the Company may use at that time.

Notice of Election. Company's notices The Purchasing Party shall have a period of election 60 days after receipt of the Selling Party’s Certification specified in Subsection 6.4(a) hereof to purchase with Cash ------------------ or Common Stockserve upon the Selling Party a Notice which shall specify whether such Purchasing Party will Approve a transfer to such prospective transferee, or any combination thereofwhether the Purchasing Party shall purchase the entire interest of the Selling Party as provided in Subsection 6.4(b) hereof. If the Purchasing Party fails to give such Notice within the allocated time, the Purchasing Party shall be sent deemed to have approved the Holders (transfer of the interest to such prospective transferee, and the Purchasing Party shall, if requested by the Selling Party, execute, acknowledge and deliver such documents, or cause the same to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d)be executed, as applicable (eachacknowledged and delivered, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stockincluding without limitation, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid rights and restrictions contained in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk this Section 6 with respect to further transfers. Any such new Venturer shall execute and deliver to the value other Venturers such documents as the other Venturers may reasonably request confirming the assumption by such new Venturer of the Common Stock obligations of the Selling Party under this Agreement. At the time of closing of a transfer to be received from a third party transferee pursuant to this Subsection 6.4, the date such Market Price is determined Purchasing Party shall execute and deliver to the Purchase DateSelling Party and such transferee a written estoppel certificate in recordable form pursuant to which the Purchasing Party shall certify and agree that to the best of the Purchasing Party’s knowledge and belief the pending transfer is permitted pursuant to this Subsection (provided, that to the best of the Purchasing Party’s knowledge and belief such transfer is, in fact, permitted by this Subsection). In such estoppel certificate, the Purchasing Party shall waive any casefurther right whatsoever to attempt to force a rescission or setting aside of such transfer; provided, each Company Notice however, the Purchasing Party shall include a form of Purchase Notice expressly reserve any rights thereafter to be completed by a Securityholder and shall state: (i) pursue any action for damages against both the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent Selling Party and the Conversion Agent; (iii) that Securities as transferee should the Purchasing Party thereafter determine that, contrary to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn Purchasing Party’s earlier best knowledge and belief, the transfer was in fact not consummated in strict accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company6.

Notice of Election. The Company's notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereofthereof (each a "Company Notice"), shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 12 and shall be sent to Holders (and to beneficial owners as required by applicable law) not less than 20 Business Days prior to the time specified in Section 3.08(c) or Purchase Date (d), as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Debentures held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Debentureholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities Debentures as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities Debentures must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security Debenture as described in (iv); (vi) the procedures the Holder must follow under Section 3.083.8; (vii) briefly, the conversion rights of the SecuritiesDebentures; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 3.8 (a) (1) (D) or Section 3.10). At the Company's requestrequest and at the Company's expense, the Trustee shall give the Company Notice in the Company's name and at the Company's expensename; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase repurchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 106 at the time specified in Section 3.08(c) 1503 or (d)1504, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as value, based on the calculation in the first paragraph of a specified date prior to the Purchase Date Section 1504, equal to such specified percentage of the Purchase Repurchase Price of the Securities 2020 Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Repurchase Price and Conversion Rate;the conversion price; ' (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities the 2020 Debentures as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article Fourteen hereof only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities 2020 Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security 2020 Debenture as to which a Purchase Holder Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security 2020 Debenture as described in (ivD); (viF) the procedures the Holder must follow to exercise repurchase rights under Section 3.08this Article Fifteen and a brief description of those rights; (viiG) briefly, the conversion rights of the Securities2020 Debentures; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 1501 or Section 3.101509). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase repurchase with Cash ------------------ cash or Common Stock, Ordinary Shares or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 106 at the time specified in Section 3.08(c) 1503 or (d)1504, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Common StockOrdinary Shares, the Company Notice shall: (1) state that each Holder will receive Common Stock Ordinary Shares with a Market Price determined as of a specified date prior equal to the Purchase Date equal to Repurchase Price (or such specified percentage thereof) of the Purchase Price of the Securities 2021 Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Ordinary Shares; and (3) state that because the Market Price of Common Stock Ordinary Shares will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock Ordinary Shares to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Repurchase Price and the Conversion Rate; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities 2021 Debentures as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article Fourteen hereof only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities 2021 Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security 2021 Debenture as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security 2021 Debenture as described in (ivD); (viF) the procedures the Holder must follow to exercise repurchase rights under Section 3.08this Article Fifteen and a brief description of those rights; (viiG) briefly, the conversion rights of the Securities2021 Debentures; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 1501 or Section 3.101509). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of Ordinary Shares to be issued for each $1,000 Principal Amount of 2021 Debentures, the Company will publish such determination at the Company's Web site on the World Wide Web or through such other public medium as the Company may use at that time.

Notice of Election. Company's notices The Company shall send a notice of its election ------------------ (the "Company Notice") to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, -------------- thereof to each Holder (and to each beneficial owner as required by applicable law) in the manner provided in Section 12.02. The Company Notice shall be sent to the Holders (and to beneficial owners as required by applicable law) in on a date not less than 20 Business Days prior to the manner provided in Section 12.02 at Purchase Date (such date not less than 20 Business Days prior to the time specified in Section 3.08(c) or (d), Purchase Date being herein referred to as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices Notice shall state the manner of payment ------------------- elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a any specified percentage thereof) with Common Stock, the Company Notice notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined determined, in accordance with the terms of this Indenture, as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except for any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and Price; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notice shall include a form of Purchase Notice to be completed by a Securityholder the Holder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion AgentAgent and of the office or agency referred to in Section 4.05; (iii) that Securities as to which a Purchase Notice has been given may be converted into Common Stock at any time prior to the close of business on the applicable Purchase Date only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent or to the office or agency referred to in Section 4.05 to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures set forth in Section 3.08(a) the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10). At the Company's written request, the Trustee shall give the Company Notice such notice in the Company's name and at the Company's expense; provided, however, that, in all -------- ------- cases, the text of the Company Notice such notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of Securities, the Company will publish such determination in The Wall Street Journal or another daily newspaper of ----------------------- national circulation and furnish the Trustee with an affidavit of publication.

Notice of Election. The Company's notices notice of election to purchase repurchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 104 at the time specified in Section 3.08(c) 1503 or (d)1504, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as value, based on the calculation in the first paragraph of a specified date prior to the Purchase Date Section 1504, equal to such specified percentage of the Purchase Repurchase Price of the Securities 2015 Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Repurchase Price and Conversion Ratethe conversion price; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities the 2015 Debentures as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article Fourteen hereof only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities 2015 Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security 2015 Debenture as to which a Purchase Holder Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security 2015 Debenture as described in (ivD); (viF) the procedures the Holder must follow to exercise repurchase rights under Section 3.08this Article Fifteen and a brief description of those rights; (viiG) briefly, the conversion rights of the Securities2015 Debentures; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 1501 or Section 3.101509). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. CompanyThe Purchasing Party shall have a ------------------ period of 60 days after receipt of the Selling Party's notices of election Certification specified in Subsection 6.4(a) hereof to purchase with Cash ------------------ or Common Stockserve upon the Selling Party a Notice which shall specify whether such Purchasing Party will Approve a transfer to such prospective transferee, or any combination thereofwhether the Purchasing Party shall purchase the entire interest of the Selling Party as provided in Subsection 6.4(b) hereof. If the Purchasing Party fails to give such Notice within the allocated time, the Purchasing Party shall be sent deemed to have approved the Holders (transfer of the interest to such prospective transferee, and the Purchasing Party shall, if requested by the Selling Party, execute, acknowledge and deliver such documents, or cause the same to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d)be executed, as applicable (eachacknowledged and delivered, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stockincluding without limitation, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid rights and restrictions contained in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk this Section 6 with respect to further transfers. Any such new Venturer shall execute and deliver to the value other Venturers such documents as the other Venturers may reasonably request confirming the assumption by such new Venturer of the Common Stock obligations of the Selling Party under this Agreement. At the time of closing of a transfer to be received from a third party transferee pursuant to this Subsection 6.4, the date such Market Price is determined Purchasing Party shall execute and deliver to the Purchase DateSelling Party and such transferee a written estoppel certificate in recordable form pursuant to which the Purchasing Party shall certify and agree that to the best of the Purchasing Party's knowledge and belief the pending transfer is permitted pursuant to this Subsection (provided, that to the best of the Purchasing Party's knowledge and belief such transfer is, in fact, permitted by this Subsection). In such estoppel certificate, the Purchasing Party shall waive any casefurther right whatsoever to attempt to force a rescission or setting aside of such transfer; provided, each Company Notice however, the Purchasing Party shall include a form of Purchase Notice expressly reserve any rights thereafter to be completed by a Securityholder and shall state: (i) pursue any action for damages against both the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent Selling Party and the Conversion Agent; (iii) that Securities as transferee should the Purchasing Party thereafter determine that, contrary to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn Purchasing Party's earlier best knowledge and belief, the transfer was in fact not consummated in strict accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company6.