Common use of Notice of Clause in Contracts

Notice of. a Change of Control Offer shall be mailed by the Company not later than the 30th day after the Change of Control Date to the Holders of Securities at their last registered addresses with a copy to the Trustee and the Paying Agent. The Change of Control Offer shall remain open from the time of mailing for at least 15 days and until 5:00 p.m., Eastern time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Change of Control Offer, shall include such disclosures as are required by law and shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Securities validly tendered into the Change of Control Offer and not withdrawn will be accepted for payment; (2) the purchase price (including the amount of accrued interest, premium, if any, and Special Interest, if any) for each Security, the Change of Control Purchase Date and the date on which the Change of Control Offer expires; (3) that any Security not tendered for payment will continue to accrue interest in accordance with the terms thereof; (4) that, unless the Company shall default in the payment of the purchase price, any Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; (5) that Holders electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities to the Paying Agent at the address specified in the notice not later than 5:00 p.m., Eastern time, on the last Business Day prior to Change of Control Purchase Date and must complete any form of letter of transmittal proposed by the Company and reasonably acceptable to the Trustee and the Paying Agent; (6) that Holders of Securities will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., Eastern time, on the last Business Day prior to the Change of Control Purchase Date, a tested telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities the Holder delivered for purchase, the Security certificate number (if any) and a statement that such Holder is withdrawing its election to have such Securities purchased; (7) that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to the unpurchased portion of the Securities surrendered; (8) the instructions that Holders must follow in order to tender their Securities; and (9) information concerning the business of the Company, 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 4.07), 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 Securities in connection with the decision of such Holder as to whether or not it should tender Securities pursuant to the Change of Control Offer.

Notice of. a Change of Control an Offer shall be mailed prepared and sent, by first class mail, by the Company to all Holders not later less than 30 days nor more than 60 days before the 30th day after the Change of Control Offer Payment Date to the Holders of Securities at their last registered addresses with address. The notice shall be accompanied by a copy of the information regarding the Company required to be contained in a Quarterly Report filed pursuant to the Trustee Exchange Act on Form 10-Q (x) for the Company's first fiscal quarter if the Deficiency Date is the last day of the Company's second fiscal quarter, (y) for the Company's second fiscal quarter if the Deficiency Date is the last day of the Company's third fiscal quarter or (z) for the Company's third fiscal quarter if the Deficiency Date is the last day of the Company's last fiscal quarter. If the Deficiency Date is the last day of the Company's first fiscal quarter, a copy of the information required to be contained in an Annual Report to Shareholders pursuant to Rule 14a-3 under the Exchange Act for the fiscal year ending immediately prior to such Deficiency Date, if available, and in an Annual Report filed pursuant to the Paying AgentExchange Act on Form 10-K for such fiscal year shall accompany the notice. If the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, the notice shall be accompanied by financial statements, including any notes thereto (and, in the case of a fiscal year end, an auditors' report of a firm of established national reputation reasonably satisfactory to the Trustee), comparable to that which the Company would have been required to include in such Quarterly Reports or Annual Report to Shareholders, as the case may be. The Change of Control Offer notice shall remain open from contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the time of mailing for at least 15 days and until 5:00 p.m., Eastern time, on the Change of Control Purchase DateOffer. The notice, which shall govern the terms of the Change of Control Offer, shall include such disclosures as are required by law and shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Securities validly tendered into the Change of Control Offer and not withdrawn will be accepted for payment3.10; (2) the Offer Amount, the purchase price (including the amount of accrued interest, premium, if any, and Special Interest, if any) for each Security, the Change of Control Purchase Date and the date on which the Change of Control Offer expiresPayment Date; (3) whether the Company has elected to reduce the principal amount of Securities to be purchased pursuant to an Offer, and has delivered to the Trustee for cancellation the Securities that are to be made the basis for such reduction and, if so, the amount of such Securities; (4) that any Security not tendered or accepted for payment will continue to accrue interest in accordance with the terms thereofinterest; (45) that, unless the Company shall default in the payment of the purchase price, that any Security accepted for payment pursuant to the Change of Control Offer becomes due and payable on the Offer Payment Date, and that, unless the Company defaults in making payment therefor (including, without limitation, if such default results because such payment is prohibited pursuant to Article Nine hereof), such Security shall cease to accrue interest after the Change of Control Purchase Offer Payment Date; (56) that Holders electing to have Securities a Security purchased pursuant to a Change of Control an Offer will be required to surrender their the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed and, if the Offer Payment Date falls between any record date for the payment of interest on the Securities and the next succeeding interest payment date, an amount equal to the interest which the Holder is entitled to receive on such interest payment date to the Paying Agent at the address specified in the notice not later than 5:00 p.m., Eastern time, on at least five days before the last Business Day prior to Change of Control Purchase Date and must complete any form of letter of transmittal proposed by the Company and reasonably acceptable to the Trustee and the Paying AgentOffer Payment Date; (67) that Holders of Securities will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., Eastern time, on the last Business Day one business day prior to the Change of Control Purchase Offer Payment Date, a tested telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount and certificate numbers of the Securities the Holder delivered for purchase, the Security certificate number (if any) purchase and a statement that such Holder is withdrawing its his election to have such Securities the Security purchased; (78) that if Securities in a principal amount in excess of the Offer Amount are tendered and not withdrawn pursuant to the Offer, the Company shall purchase Securities on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or integral multiples of $1,000 shall be acquired); and (9) that Holders whose Securities are were purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; (8) the instructions that Holders must follow in order to tender their Securities; and (9) information concerning the business of the Company. Before an Offer Payment Date, the most recent annual and quarterly reports of the Company filed with the SEC shall (i) accept for payment Securities or portions thereof tendered pursuant to the Exchange Act Offer (oron a pro rata basis if required pursuant to paragraph (8) above), (ii) deposit with the Paying Agent U.S. Legal Tender and Securities, if any, acquired in the manner described in clause (b), above, sufficient to pay the purchase price of all Securities or portions thereof so accepted or to be credited against the Offer Amount and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the purchase price, and the Company is shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not then permitted so accepted shall be promptly mailed or delivered by the Company to file any such reports with the SECHolder thereof. The Company will publicly announce the results of the Offer as soon as practicable on or after the Offer Payment Date. For purposes of this Section 3.10, the comparable reports prepared pursuant to Section 4.07), a description of material developments in Trustee shall act as 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 Securities in connection with the decision of such Holder as to whether or not it should tender Securities pursuant to the Change of Control OfferPaying Agent.

Notice of. a Change of Control Offer shall be mailed by the Company Company, with a copy to the Trustee, or, at the Company's option, by the Trustee (at the Company's expense) not later more than the 30th day 30 calendar days after the Change of Control Date to each Holder of the Holders of Securities Notes at their such Holder's last registered addresses with a copy to address appearing in the Trustee and Register. In such notice, the Paying Agent. The Change of Control Offer Company shall remain open from describe the time of mailing for at least 15 days and until 5:00 p.m., Eastern time, on transaction that constitutes the Change of Control Purchase Dateand offer to repurchase Notes pursuant to the procedures required by this Section 4.14 and described in such notice. The notice, which notice shall govern the terms of contain all instructions and materials necessary to enable Holders to tender Notes pursuant to the Change of Control Offer. In addition, shall include such disclosures as are required by law and the notice shall state: : (1) that the Change of Control Offer is being made pursuant to this Section 4.11 4.14 and that all Securities validly Notes tendered into will be accepted for payment; (2) the Change of Control Offer Price and not withdrawn will be accepted for payment; (2) the purchase price (including the amount of accrued interest, premium, if any, and Special Interest, if any) for each Security, the Change of Control Purchase Date and the date on Date, which shall be no sooner than 60 nor later than 90 days after the Change of Control Offer expires; Control; (3) that any Security Note not tendered for payment will continue to accrue interest in accordance with the terms thereof; interest; (4) that, unless the Company shall default defaults in the payment of the purchase priceChange of Control Offer Price, any Security all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; ; (5) that Holders electing to have Securities any Notes purchased pursuant to a Change of Control Offer will be required to surrender their Securities deliver the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry transfer, to the Company, the Depositary (if appointed by the Company), or the Paying Agent at the address specified in the notice not later than 5:00 p.m., Eastern time, prior to the close of business on the last third Business Day prior to preceding the Change of Control Purchase Date and must complete any form of letter of transmittal proposed by the Company and reasonably acceptable to the Trustee and the Paying Agent; Date; (6) that Holders of Securities will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., Eastern time, on the last Business Day prior to the Change of Control Purchase Date, a tested telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities the Holder delivered for purchase, the Security certificate number (if any) and a statement that such Holder is withdrawing its election to have such Securities purchased; (7) that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to the unpurchased portion of the Securities surrendered; (8) the instructions that Holders must follow in order to tender their Securities; and (9) information concerning the business of the Company, 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 4.07), 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 Securities in connection with the decision of such Holder as to whether or not it should tender Securities pursuant to the Change of Control Offer.election

Notice of. a Change of Control Offer shall be mailed by the Company not later than the 30th day after the Change of Control Date to the Holders of Securities at their last registered addresses 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 Paying Agent. The within 30 days following a Change of Control Offer shall remain open from to each Holder of Notes, with the time of mailing for at least 15 days and until 5:00 p.m., Eastern time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Change of Control Offer, shall include such disclosures as are required by law and shall statefollowing statements and/or information: (1) that the a Change of Control Offer is being made pursuant to this Section 4.11 4.17 and that all Securities validly Notes properly tendered into the pursuant to such Change of Control Offer and not withdrawn will be accepted for payment; (2) the purchase price (including the amount of accrued interest, premium, if any, and Special Interest, if any) for each Securityprice, the Change expiration date of Control Purchase Date and the date on which the Change of Control Offer expires(the "Expiration Date"), which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (except as may be otherwise required by applicable law) and the Change of Control Payment Date, which shall be no later than the third Business Day following the Expiration Date; (3) that any Security Note not properly tendered for payment will remain outstanding and continue to accrue interest in accordance with the terms thereofand Liquidated Damages, if any; (4) that, unless the Company shall default defaults in the payment of the purchase priceChange of Control Payment, any Security 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 Purchase Payment Date; (5) that Holders electing to have Securities a Note purchased pursuant to a any Change of Control Offer will shall be required to surrender their Securities the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the 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 not later than 5:00 p.m., Eastern time, on the last Business Day prior to the expiration of the Change of Control Purchase Date and must complete any form of letter of transmittal proposed by the Company and reasonably acceptable to the Trustee and the Paying AgentOffer; (6) that Holders of Securities 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 5:00 p.m., Eastern time, the close of business on the last Business Day prior to the Change of Control Purchase Expiration Date, a tested telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities the Holder delivered Notes tendered for purchase, the Security certificate number (if any) and a statement that such Holder is withdrawing its his tendered Notes and his election to have such Securities Notes purchased; (7) that Holders whose Securities Notes are being purchased only in part will shall be issued Securities new Notes equal in principal amount to the unpurchased portion of the Securities surrendered; Notes surrendered (8) the instructions that Holders or transferred by book-entry transfer), which unpurchased portion must follow be equal to $1,000 in order to tender their Securitiesprincipal amount or an integral multiple thereof; and (9) information concerning the business of the Company, 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 4.07), 8) 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 Securities in connection with the decision of such Holder as to whether transaction or not it should tender Securities pursuant to transactions that constitute the Change of Control OfferControl.

Notice of. a Change of Control Offer shall be mailed by the Company Trustee (at the Company's expense) not later more than the 30th day 30 calendar days after the Change of Control Date to each Holder of the Holders of Securities at their such Holder's last registered addresses with a copy to address appearing in the Trustee and the Paying AgentRegister. The Change of Control Offer shall remain open from the time of the mailing for at least 15 days and until 5:00 p.m., Eastern time, on 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 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, which . The notice shall govern the terms of contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Change of Control Offer, shall include such disclosures as are required by law and . The notice shall state: (1i) that the Change of Control Offer is being made pursuant to this Section 4.11 4.17 and that all Securities validly tendered into the reason for the Change of Control Offer and not withdrawn will that all Securities tendered shall be accepted for payment; (2ii) the material circumstances and relevant material facts regarding such Change of Control; (iii) the purchase price (including and the amount of accrued interestpurchase date, premiumwhich shall be 25 Business Days from the date such notice is mailed or, if anyacceptance for payment and payment is not then lawful, on the earliest subsequent Business Day on which acceptance for payment and Special Interest, if any) for each Security, the payment is then lawful (a "Change of Control Purchase Date and the date on which the Change of Control Offer expiresDate"); (3iv) 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 Security not tendered or accepted for payment will shall continue to accrue interest in accordance with the terms thereofinterest; (4vi) that, unless the Company shall default in the payment of the purchase price, that any Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; (5vii) that Holders each Holder electing to have Securities a Security purchased pursuant to a Change of Control Offer will shall be required to surrender their Securities the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent at the address specified in the notice not later than 5:00 p.m., Eastern time, prior to the close of business on the last Business Day prior to Change of Control Purchase Date and must complete any form of letter of transmittal proposed by the Company and reasonably acceptable to the Trustee and the Paying AgentDate; (6viii) that Holders of Securities will shall be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., Eastern time, the close of business on the last third Business Day prior to immediately preceding the Change of Control Purchase Date, a tested telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities the Holder delivered for purchase, the Security certificate number (if any) of Securities the Holder delivered and a statement that such Holder is withdrawing its election to have such Securities purchased; (7ix) that Holders whose Securities are purchased only in part will shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; (8) the instructions that surrendered if such Holders must follow in order only desire part of such Securities to tender their Securitiesbe purchased; and (9x) information concerning the business of the Company, 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 4.07), 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 required by applicable law, rules and relevant facts regarding such Change of Control Offer as would be material to a Holder of Securities in connection with the decision of such Holder as to whether or not it should tender Securities pursuant to the Change of Control Offerregulations.

Notice of. a Change of Control Offer shall be mailed by the Company not later than the 30th day after the Change of Control Date Borrower to the Holders of Securities Lenders at their last registered addresses with a copy to set forth in the Trustee and the Paying AgentLoan Register. The Change of Control Offer shall remain open from the time of mailing for at least 15 days and until 5:00 p.m., Eastern time, on the Change of Control Purchase Payment Date. The notice shall be accompanied by a copy of the most recent reports furnished pursuant to Section 4.4(b)(i) and (ii). The notice shall contain all instructions and materials necessary to enable such Lenders to tender Bridge Notes pursuant to the Change of Control Offer. The notice, which shall govern the terms of the Change of Control Offer, shall include such disclosures as are required by law and shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.11 4.20, that Bridge Notes may be surrendered in whole or in part and that all Securities validly tendered into the Change of Control Offer and not withdrawn Bridge Notes will be accepted for payment; (2) the purchase price (including the amount of accrued interest, premium, if any, and Special Interest, if any) for each Security, the Change of Control Purchase Date and the date on which the Change of Control Offer expiresPayment Date; (3) that any Security Loan not tendered for payment repaid will continue to accrue interest in accordance with the terms thereofinterest; (4) that, unless the Company shall default in the payment of the purchase price, that any Security accepted for payment Loan to be prepared pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Payment Date; (5) that Holders Lenders electing to have Securities purchased a Loan repaid pursuant to a Change of Control Offer will be required to surrender their Securities the related Bridge Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of such Bridge Note completed, to the Paying Agent Borrower at the address specified in the notice not later than prior to 5:00 p.m., Eastern New York City time, on the last Business Day prior to Change of Control Purchase Date and must complete any form of letter of transmittal proposed by the Company and reasonably acceptable to the Trustee and the Paying AgentPayment Date; (6) that Holders of Securities Lenders will be entitled to withdraw their election if the Paying Agent receives, Borrower receives not later than 5:00 p.m., Eastern p.m. (New York City time, ) on the last Business Day prior to the Change of Control Purchase Payment Date, a tested telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of Securities the Loans such Holder delivered for purchase, the Security certificate number (if any) initially elected to have repaid and a statement that such Holder Lender is withdrawing its his election to have such Securities purchased;Loans repaid; and (7) that Holders Lenders whose Securities Loans are purchased repaid only in part will be issued Securities new Bridge Notes equal in principal amount to the unpurchased portion principal amount of the Securities surrendered; (8) the instructions that Holders must follow in order Loan to tender their Securities; and (9) information concerning the business of the Company, 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 4.07), 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 Securities in connection with the decision of such Holder as to whether or not it should tender Securities pursuant to the Change of Control Offerremain outstanding.

Notice of. a Change of Control Offer shall be mailed by the Company not later than the 30th day after the Change of Control Date to the Holders of Securities at their last registered addresses 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 Paying Agent. The within 30 days following a Change of Control Offer shall remain open from to each Holder of Notes, with the time of mailing for at least 15 days and until 5:00 p.m., Eastern time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Change of Control Offer, shall include such disclosures as are required by law and shall statefollowing statements and/or information: (1) that the a Change of Control Offer is being made pursuant to this Section 4.11 4.17 and that all Securities validly Notes properly tendered into the pursuant to such Change of Control Offer and not withdrawn will be accepted for payment; (2) the purchase price (including the amount of accrued interest, premium, if any, and Special Interest, if any) for each Securityprice, the Change expiration date of Control Purchase Date and the date on which the Change of Control Offer expires(the "Expiration Date"), which shall be no 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 the Change of Control Payment Date, which shall be no later than the third Business Day following the Expiration Date; (3) that any Security Note not properly tendered for payment will remain outstanding and continue to accrue interest in accordance with the terms thereofand Liquidated Damages, if any; (4) that, unless the Company shall default defaults in the payment of the purchase priceChange of Control Payment, any Security 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 Purchase Payment Date; (5) that Holders electing to have Securities a Note purchased pursuant to a any Change of Control Offer will shall be required to surrender their Securities the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the 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 not later than 5:00 p.m., Eastern time, on the last Business Day prior to the expiration of the Change of Control Purchase Date and must complete any form of letter of transmittal proposed by the Company and reasonably acceptable to the Trustee and the Paying AgentOffer; (6) that Holders of Securities 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 5:00 p.m., Eastern time, the close of business on the last Business Day prior to the Change of Control Purchase Expiration Date, a tested telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities the Holder delivered Notes tendered for purchase, the Security certificate number (if any) and a statement that such Holder is withdrawing its his tendered Notes and his election to have such Securities Notes purchased; (7) that Holders whose Securities Notes are being purchased only in part will shall be issued Securities new Notes equal in principal amount to the unpurchased portion of the Securities surrendered; Notes surrendered (8) the instructions that Holders or transferred by book-entry transfer), which unpurchased portion must follow be equal to $1,000 in order to tender their Securitiesprincipal amount or an integral multiple thereof; and (9) information concerning the business of the Company, 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 4.07), 8) 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 Securities in connection with the decision of such Holder as to whether transaction or not it should tender Securities pursuant to transactions that constitute the Change of Control OfferControl.