Common use of OFFER IN RESPECT OF A CHANGE IN CONTROL Clause in Contracts

OFFER IN RESPECT OF A CHANGE IN CONTROL. In the event of a Change in Control, the Company will, within five (5) Business Days after the occurrence of such event (or, in the case of any Change in Control the consummation or finalization of which would involve any action of the Company, at least thirty (30) days prior to such Change in Control), give notice of such Change in Control to each holder of Notes. Such notice shall contain an irrevocable separate offer to each holder of Notes to pay all, but not less than all, of the principal of, and interest and Prepayment Compensation Amount, if any, on the Notes held by such holder on a date (the "CHANGE IN CONTROL PAYMENT DATE") specified in such notice that is not less than twenty (20) days and not more than thirty (30) days after the date of such notice. Each such notice shall: (i) be dated the date of the sending of such notice; (ii) be executed by a Senior Officer; (iii) specify, in reasonable detail, the nature and date of the Change in Control; (iv) specify the Change in Control Payment Date; (v) specify the principal amount of each Note outstanding; (vi) specify the interest that would be due on each Note offered to be paid, accrued to the Change in Control Payment Date; and (vii) if the Change in Control Payment Date is prior to January 6, 2001, the calculation (with details) of an estimated Standard Prepayment Exhibit 1l1(a)-4 Compensation Amount, if any (calculated as if the date of such notice was the date of payment), due in connection with such payment; and, if such Change in Control Payment Date is on or after January 6, 2001, the Modified Prepayment Compensation Amount in connection with such payment. If the Company shall not have received a written response to such notice from any holder of Notes within ten (10) Business Days after the date of posting of such notice to such holder of Notes, then the Company shall immediately send a second notice to each such holder of Notes.

OFFER IN RESPECT OF A CHANGE IN CONTROL. In the event of a Change in ControlControl occurring on or prior to the Shelf Effective Date, the Company Parent will, within five three (53) Business Days after the occurrence of such event (or, in the case of any Change in Control the consummation or finalization of which would involve any action of the CompanyParent, at least thirty five (305) days prior to such Change in Control), give notice of such Change in Control to each holder of NotesPurchaser Shares. Such notice shall contain an irrevocable a separate offer (which offer shall be irrevocable, except as set forth in Section 2.5) to each holder of Notes Purchaser Shares to pay repurchase at the Market Price all, but not less than all, of the principal of, and interest and Prepayment Compensation Amount, if any, on the Notes Purchaser Shares held by such holder on no later than a date (as applicable, the "CHANGE IN CONTROL PAYMENT DATEChange in Control Repurchase Date") specified in such notice that is not less than twenty (20) days and not more than thirty (30) days after the date of such notice, but in any event not later than the date of the occurrence of such Change in Control. Each such notice shall: (ia) be dated the date of the sending of such notice; (ii) be executed by a Senior Officer; (iiib) specify, in reasonable detail, the nature and expected date of the Change in Control; (ivc) specify the Change in Control Payment Repurchase Date; (vd) specify the principal amount number of Purchase Shares outstanding and the number of Purchaser Shares held by each Note outstandingholder; (vie) specify a calculation reflecting the interest Market Price, calculated as of the date of such notice; (f) if the Market Price is based upon the Closing Prices for the immediately preceding twenty (20) trading days, a statement to that would effect, and a statement that the actual Market Price will be due on each Note offered to the Market Price calculated as of the actual Put Repurchase Date, which may be paid, accrued to greater or less than the Change estimated Market Price set forth in Control Payment Datesuch notice; and (viig) if a description of the Change procedure for accepting the offered repurchase (as set forth in Control Payment Date is prior Section 2.3) and stating that holders seeking to January 6have Purchaser Shares repurchased shall deliver certificates representing the Purchaser Shares to be repurchased to the Parent, 2001together with stock powers duly endorsed, for arrival on the calculation (with details) of an estimated Standard Prepayment Exhibit 1l1(a)-4 Compensation Amount, if any (calculated as if the date of such notice was the date of payment), due in connection with such payment; and, if such Change in Control Payment Date is on or after January 6, 2001, the Modified Prepayment Compensation Amount in connection with such paymentPut Repurchase Date. If the Company Parent shall not have received a written response to such notice from any holder of Notes Purchaser Shares within ten (10) Business Days days after the date of posting of such notice to such holder of NotesPurchaser Shares, then the Company Parent shall immediately send a second notice to each such holder of NotesPurchaser Shares. In addition, the Company agrees to provide a written copy of each such notice required either by Section 2.1 or by this Section 2.2 to Xxxxxxx Xxxx LLP, Xxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxx X. Xxxxxxxxxxx, Esq., tel. 000-000-0000, facsimile 000-000-0000.

OFFER IN RESPECT OF A CHANGE IN CONTROL. In the event of a Change in ControlControl occurring on or prior to the Shelf Effective Date, the Company Parent will, within five three (53) Business Days after the occurrence of such event (or, in the case of any Change in Control the consummation or finalization of which would involve any action of the CompanyParent, at least thirty five (305) days prior to such Change in Control), give notice of such Change in Control to each holder of NotesPurchaser Shares. Such notice shall contain an irrevocable a separate offer (which offer shall be irrevocable, except as set forth in Section 2.5) to each holder of Notes Purchaser Shares to pay repurchase at the Market Price all, but not less than all, of the principal of, and interest and Prepayment Compensation Amount, if any, on the Notes Purchaser Shares held by such holder on no later than a date (as applicable, the "CHANGE IN CONTROL PAYMENT REPURCHASE DATE") specified in such notice that is not less than twenty (20) days and not more than thirty (30) days after the date of such notice, but in any event not later than the date of the occurrence of such Change in Control. Each such notice shall: (ia) be dated the date of the sending of such notice; (ii) be executed by a Senior Officer; (iiib) specify, in reasonable detail, the nature and expected date of the Change in Control; (ivc) specify the Change in Control Payment Repurchase Date; (vd) specify the principal amount number of Purchaser Shares outstanding and the number of Purchase Shares held by each Note outstandingholder; (vie) specify a calculation reflecting the interest Market Price, calculated as of the date of such notice; (f) if the Market Price is based upon the Closing Prices for the immediately preceding twenty (20) trading days, a statement to that would effect, and a statement that the actual Market Price will be due on each Note offered to the Market Price calculated as of the actual Put Repurchase Date, which may be paid, accrued to greater or less than the Change estimated Market Price set forth in Control Payment Datesuch notice; and (viig) if a description of the Change procedure for accepting the offered repurchase (as set forth in Control Payment Date is prior Section 2.3) and stating that holders seeking to January 6have Purchaser Shares repurchased shall deliver certificates representing the Purchaser Shares to be repurchased to the Parent, 2001together with stock powers duly endorsed, for arrival on the calculation (with details) of an estimated Standard Prepayment Exhibit 1l1(a)-4 Compensation Amount, if any (calculated as if the date of such notice was the date of payment), due in connection with such payment; and, if such Change in Control Payment Date is on or after January 6, 2001, the Modified Prepayment Compensation Amount in connection with such paymentPut Repurchase Date. If the Company Parent shall not have received a written response to such notice from any holder of Notes Purchaser Shares within ten (10) Business Days days after the date of posting of such notice to such holder of NotesPurchaser Shares, then the Company Parent shall immediately send a second notice to each such holder of NotesPurchaser Shares. In addition, the Company agrees to provide a written copy of each such notice required either by Section 2.1 or by this Section 2.2 to Bingxxx Xxxx XXX, One Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxention: Gary X. Xxxxxxxxxxx, Xxq., tel. 860-000-0000, xxcsimile 860-000-0000.

OFFER IN RESPECT OF A CHANGE IN CONTROL. In the event of a Change in Control, the Company will, within five three (53) Business Days after the occurrence of such event (or, in the case of any Change in Control the consummation or finalization of which would involve any action of the Company, at least thirty (30) days prior to such Change in Control), give notice of such Change in Control to each holder of Notes. Such notice shall contain an irrevocable separate offer to each holder of Notes to pay all, but not less than all, of the principal of, and interest and Prepayment Compensation Amount, if any, on the Notes held by such holder on a date (the "CHANGE IN CONTROL PAYMENT DATE") specified in such notice that is not less than twenty (20) days and not more than thirty (30) days after the date of such notice. Each such notice shall: (i) be dated the date of the sending of such notice; (ii) be executed by a Senior Officer; (iii) specify, in reasonable detail, the nature and date of the Change in Control; (iv) specify the Change in Control Payment Date; (v) specify the principal amount of each Note outstanding; (vi) specify the interest that would be due on each Note offered to be paid, accrued to the Change in Control Payment Date; and; (vii) if the Change in Control Payment Date is prior to January 6, 2001, specify the calculation (with details) of an estimated Standard the Prepayment Exhibit 1l1(a)-4 Compensation Amount, if any (calculated as if the date of such notice was the date of payment)any, due in connection with such payment; andpayment or, if the Company claims that no Prepayment Compensation Amount is then due in respect of such payment by virtue of the provisions of Section 1.6(e), a statement to such effect, together with a detailed calculation of the Realized IRR by the Company, calculated with respect to the Change in Control Payment Date is on or after January 6, 2001, Date; and (viii) certify that the Modified Prepayment Compensation Amount in connection with such paymentconditions of this Section 1.6 have been fulfilled. If the Company shall not have received a written response to such notice from any holder of Notes within ten (10) Business Days days after the date of posting of such notice to such holder of Notes, then the Company shall immediately send a second notice to each such holder of Notes.