Common use of Offer to Purchase Notes Upon Change of Control Triggering Event Clause in Contracts

Offer to Purchase Notes Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Issuer shall have exercised its option to redeem the Notes pursuant to Article 4, the Issuer shall make an offer (the “Change of Control Offer”) to each Holder of the Notes as to which the Change of Control Triggering Event has occurred to repurchase all of that Holder’s applicable Notes on the terms set forth in such Notes. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased from and including the most recent Interest Payment Date, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”). (b) Within 30 days following any Change of Control Triggering Event or, at the Issuer’s option, prior to any Change of Control Triggering Event, but after public announcement of the transaction that constitutes or may constitute the Change of Control Triggering Event, a notice will be mailed (or, to the extent permitted or required by applicable procedures or regulations of Euroclear or Clearstream, as applicable, sent electronically) to Holders of the Notes and the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”). The notice will, if mailed or sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring with respect to the Notes on or prior to the Change of Control Payment Date. (c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, or the Paying Agent on behalf of the Trustee, the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Notes or portions of such Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by the Issuer of the Notes pursuant to the Control Payment Offer have been met. (d) The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party repurchases all Notes properly tendered and not withdrawn under its offer. (e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations applicable to the repurchase of any Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Indenture or the Notes, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached the Issuer’s obligations under the Change of Control Offer provisions of the Indenture or the Notes by virtue of any such conflict. (f) For purposes of this Section 6.03, the following definitions shall apply:

Offer to Purchase Notes Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Issuer shall have exercised its option to redeem the Notes pursuant to Article 4, the Issuer shall make an offer (the “Change of Control Offer”) to each Holder of the Notes as to which the Change of Control Triggering Event has occurred to repurchase all of that Holder’s applicable Notes on the terms set forth in such Notes. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased from and including the most recent Interest Payment Daterepurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”). (b) Within 30 days following any Change of Control Triggering Event or, at the Issuer’s option, prior to any Change of Control Triggering Event, but after public announcement of the transaction that constitutes or may constitute the Change of Control Triggering Event, a notice will be mailed (or, to the extent permitted or required by applicable DTC procedures or regulations of Euroclear or Clearstream, as applicableregulations, sent electronically) to Holders of the Notes and the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”). The notice will, if mailed or sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring with respect to the Notes on or prior to the Change of Control Payment Date. (c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, or the Paying Agent on behalf of the Trustee, Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Notes or portions of such Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by the Issuer of the Notes pursuant to the Control Payment Offer have been met. (d) The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party repurchases all Notes properly tendered and not withdrawn under its offer. (e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations applicable to the repurchase of any Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Indenture or the Notes, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached the Issuer’s obligations under the Change of Control Offer provisions of the Indenture or the Notes by virtue of any such conflict. (f) For purposes of this Section 6.03, the following definitions shall apply:

Offer to Purchase Notes Upon Change of Control Triggering Event. (a) If a Upon the occurrence of any Change of Control Triggering Event occurs with respect to the NotesEvent, unless the Issuer shall have has previously or concurrently exercised its option right to redeem all of the Notes pursuant as described in Article 5, each holder will have the right to Article 4, require that the Issuer shall make purchase all or any portion (equal to $2,000 or an offer integral multiple of $1,000 in excess thereof) of each such holder’s Notes for a cash price (the “Change of Control OfferPurchase Price”) to each Holder of the Notes as to which the Change of Control Triggering Event has occurred to repurchase all of that Holder’s applicable Notes on the terms set forth in such Notes. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased from and including the most recent Interest Payment Dateto be purchased, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes repurchased thereon to, but not includingexcluding, the date of repurchase (the “Change of Control Payment”)purchase. (b) Within No later than 30 days following any Change of Control Triggering Event or, at the Issuer’s option, prior to any Change of Control Triggering Event, but after public announcement of the Issuer will deliver, or cause to be delivered, to the holders, with a copy to the Trustee, a notice: (i) describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event; (ii) offering to purchase, a notice will be mailed (or, pursuant to the extent permitted or procedures required by applicable procedures or regulations of Euroclear or Clearstream, as applicable, sent electronically) to Holders of this Indenture and described in the Notes and the Trustee describing the transaction that constitutes or may constitute the notice (a “Change of Control Triggering Event and offering to repurchase the Notes Offer”), on the a date specified in the notice, which date will shall be no a Business Day not earlier than 30 days and no days, nor, unless such Change of Control Offer is being made in advance of a Change of Control Triggering Event as contemplated below, later than 60 days days, from the date such the notice is mailed or sent delivered (the “Change of Control Payment Date”). The notice will, if mailed or sent prior to the date of consummation of the Change of Control, state that and for the Change of Control Offer is conditioned on Purchase Price, all Notes properly tendered by such holder pursuant to such Change of Control Offer; and (iii) describing the procedures, as determined by the Issuer, consistent with this Indenture, that holders must follow to accept the Change of Control Triggering Event occurring with respect to the Notes on or prior to the Change of Control Payment DateOffer. (c) On Prior to 10:00 a.m. (Toronto time) on the Business Day immediately preceding the Change of Control Payment Date, the Issuer shallwill, to the extent lawful: (1) accept for payment all Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control Offer; (2) , deposit with the Paying Agent an amount equal to the Change of Control Payment Purchase Price in respect of all such the Notes or portions of Notes properly tendered. (d) On the Change of Control Payment Date, the Issuer will, to the extent lawful: (i) accept for payment all Notes or portions of Notes (equal to $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (3ii) deliver or cause to be delivered to the Trustee, or the Paying Agent on behalf of the Trustee, Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of the Notes or portions of such Notes being repurchased and that all conditions precedent provided for in purchased by the Indenture Issuer pursuant to the Change of Control Offer Offer. (e) The Paying Agent will promptly deliver the Change of Control Purchase Price to each holder who has so tendered Notes, and the Trustee will promptly certify and mail (or cause to be issued by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. (f) If the Change of Control Payment Date is on or after an Record Date for an Interest Payment Date and on or before such Interest Payment Date, any accrued and unpaid interest, if any, will be paid on such Interest Payment Date to the repurchase Person in whose name a Note is registered at the close of business on such Record Date. (g) A Change of Control Offer will be required to remain open for at least 20 Business Days or for such longer period as is required by law. The Issuer will publicly announce the Issuer results of the Change of Control Offer on or as soon as practicable after the date of purchase of any Notes pursuant to the Change of Control Payment Offer have been metOffer. (dh) The provisions described above in this Section 8.12 that require the Issuer will not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event will be applicable regardless of whether any other provisions of this Indenture are applicable to the transaction giving rise to the Change of Control Triggering Event. Except as set forth in this Section 8.12 with respect to a Change of Control Triggering Event, this Indenture does not contain provisions that permit the Noteholders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (i) The Issuer’s obligation to make a Change of Control Offer will be satisfied if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and the third party repurchases purchases all Notes properly tendered and not withdrawn under its offersuch Change of Control Offer. (ej) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, all applicable securities laws in Canada and any other securities applicable laws and regulations applicable in connection with the purchase of Notes pursuant to the repurchase a Change of any NotesControl Offer. To the extent that the provisions of any such securities applicable laws or regulations conflict with the “Change of Control Offer Control” provisions of the Indenture or the Notesthis Indenture, the Issuer will shall comply with those securities the applicable laws and regulations and will not be deemed to have breached the Issuer’s its obligations under the Section 8.12 of this Indenture by virtue of such compliance. (k) Notwithstanding anything to the contrary contained herein or in a Terms Schedule or Supplemental Indenture applicable to a Series of Notes, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (l) In the event that holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuer purchases all of the Notes held by such holders, the Issuer will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer provisions described above, to redeem all of the Indenture or Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Purchase Price plus, to the extent not included in the Change of Control Purchase Price, accrued and unpaid interest on the Notes by virtue of any such conflict. (f) For purposes of this Section 6.03that remain outstanding to, but excluding, the following definitions shall apply:date of redemption (subject to the right of holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date).

Offer to Purchase Notes Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the a series of Notes, unless the Issuer shall have exercised its option to redeem the applicable Notes pursuant to Article 4, the Issuer shall make an offer (the “Change of Control Offer”) to each Holder of the Notes of the applicable series as to which the Change of Control Triggering Event has occurred to repurchase all (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s applicable Notes on the terms set forth in such Notes. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased from and including the most recent Interest Payment Daterepurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the applicable Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”). (b) Within 30 days following any Change of Control Triggering Event or, at the Issuer’s option, prior to any Change of Control Triggering Event, but after public announcement of the transaction that constitutes or may constitute the Change of Control Triggering Event, a notice will be mailed (or, to the extent permitted or required by applicable DTC procedures or regulations of Euroclear or Clearstream, as applicableregulations, sent electronically) to Holders of the applicable Notes and the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of the applicable series on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”). The notice will, if mailed or sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring with respect to the applicable series of Notes on or prior to the Change of Control Payment Date. (c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all applicable Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, or Trustee the Paying Agent on behalf of the Trustee, the applicable Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the applicable Notes or portions of such Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by the Issuer of the applicable Notes pursuant to the Control Payment Offer have been met. (d) The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party repurchases all applicable Notes properly tendered and not withdrawn under its offer. (e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations applicable to the repurchase of any the Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Indenture or the Notes, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached the Issuer’s obligations under the Change of Control Offer provisions of the Indenture or the Notes by virtue of any such conflict. (f) For purposes of this Section 6.03, the following definitions shall apply:

Offer to Purchase Notes Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the a series of Notes, unless the Issuer shall have exercised its option to redeem the applicable Notes pursuant to Article 44 herein, the Issuer shall make an offer (the “Change of Control Offer”) to each Holder of the Notes of the applicable series as to which the Change of Control Triggering Event has occurred to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s applicable Notes on the terms set forth in such Notes. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased from and including the most recent Interest Payment Daterepurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the applicable Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”). (b) Within 30 days following any Change of Control Triggering Event or, at the Issuer’s option, prior to any Change of Control Triggering Event, but after public announcement of the transaction that constitutes or may constitute the Change of Control Triggering Event, a notice will be mailed (or, to the extent permitted or required by applicable DTC procedures or regulations of Euroclear or Clearstream, as applicableregulations, sent electronically) to Holders of the applicable Notes and the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of the applicable series on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”). The notice will, if mailed or sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring with respect to the applicable series of Notes on or prior to the Change of Control Payment Date. (c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all applicable Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, or Trustee the Paying Agent on behalf of the Trustee, the applicable Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the applicable Notes or portions of such Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by the Issuer of the applicable Notes pursuant to the Control Payment Offer have been met. (d) The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Payment Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party repurchases all applicable Notes properly tendered and not withdrawn under its offer. (e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations applicable to the repurchase of any the Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Indenture or the Notes, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached the Issuer’s obligations under the Change of Control Offer provisions of the Indenture or the Notes by virtue of any such conflict. (f) For purposes of this Section 6.03, the following definitions shall apply:

Offer to Purchase Notes Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Issuer shall have exercised its option to redeem the Notes pursuant to Article 4, the Issuer shall make an offer (the “Change of Control Offer”) to each Holder of the Notes as to which the Change of Control Triggering Event has occurred to repurchase all (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s applicable Notes on the terms set forth in such Notes. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased from and including the most recent Interest Payment Daterepurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”). (b) Within 30 days following any Change of Control Triggering Event or, at the Issuer’s option, prior to any Change of Control Triggering Event, but after public announcement of the transaction that constitutes or may constitute the Change of Control Triggering Event, a notice will be mailed (or, to the extent permitted or required by applicable DTC procedures or regulations of Euroclear or Clearstream, as applicableregulations, sent electronically) to Holders of the Notes and the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”). The notice will, if mailed or sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring with respect to the Notes on or prior to the Change of Control Payment Date. (c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, or the Paying Agent on behalf of the Trustee, Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Notes or portions of such Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by the Issuer of the Notes pursuant to the Control Payment Offer have been met. (d) The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party repurchases all Notes properly tendered and not withdrawn under its offer. (e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations applicable to the repurchase of any the Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Indenture or the Notes, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached the Issuer’s obligations under the Change of Control Offer provisions of the Indenture or the Notes by virtue of any such conflict. (f) For purposes of this Section 6.03, the following definitions shall apply: