Common use of Offer to Purchase upon a Change of Control Event Clause in Contracts

Offer to Purchase upon a Change of Control Event. (a) Upon the occurrence of a Change of Control Event, the Company will offer to repurchase (the "Change of Control Purchase Offer") all Senior Notes from the Holders, and each Holder will have the right to require that the Company repurchase such Holder's Senior Notes, at a purchase price in cash equal to 101% of the principal amount thereof (the "Change of Control Purchase Price") plus accrued and unpaid interest (including any Additional Interest), if any, to the Change of Control Purchase Date (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) due on an Interest Payment Date occurring prior to such Change of Control Purchase Date), in accordance with the provisions of this Section 9.17. (b) Within 30 days following any Change of Control Event, the Company shall mail a notice to each Holder with a copy to the Trustee (a "Change of Control Purchase Notice") stating: (i) that a Change of Control Event has occurred and that such Holder has the right to require the Company to purchase such Holder's Senior Notes at a Change of Control Purchase Price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest (including any Additional Interest), if any, to the Change of Control Purchase Date (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) on an Interest Payment Date occurring prior to the Change of Control Purchase Date); (ii) the circumstances and relevant facts regarding such Change of Control Event (including, in the case of any merger, consolidation or sale of all or substantially all assets, information with respect to pro forma results of operations, cash flow and capitalization after giving effect to such Change of Control Event); (iii) the Change of Control Purchase Date (which shall be no earlier than 30 days nor later than 60 days from the date such Change of Control Purchase Notice is mailed); (iv) that, unless the Company defaults in making such payment, any Senior Note accepted for payment pursuant to the Change of Control Purchase Offer shall cease to accrue interest (including any Additional Interest) after the Change of Control Purchase Date; (v) that Holders electing to have a Senior Note purchased pursuant to any Change of Control Purchase Offer shall be required to surrender the Senior Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice, at least three Business Days before the Change of Control Purchase Date; and (vi) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the last Business Day prior to the Change of Control Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note (and identification number) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Senior Note purchased. (c) Holders electing to have a Senior Note purchased will be required to surrender the Senior Note, with the form entitled "Option of Holder to Elect Purchase" duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Change of Control Purchase Date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Change of Control Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note (and identification number) which was delivered by the Holder for purchase by the Company and a statement that such Holder is withdrawing his election to have such Senior Note purchased. (d) On the Change of Control Purchase Date, all Senior Notes purchased by the Company in a Change of Control Purchase Offer shall be delivered to the Trustee for cancellation, and the Company shall pay the Change of Control Purchase Price plus accrued and unpaid interest (including any Additional Interest), if any, to the Holders entitled thereto. (e) On or before the Change of Control Purchase Date, the Company will deliver to the Trustee an Officers' Certificate stating that the Senior Notes purchased in the Change of Control Purchase Offer are accepted for payment by the Company in accordance with the terms of this Section. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Change of Control Purchase Date) pay to each tendering Holder an amount equal to the Change of Control Purchase Price of the Senior Notes tendered by such Holder plus interest (including any Additional Interest) accrued thereon (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) due on the relevant Interest Payment Date). The Company will publicly announce the results of the Change of Control Purchase Offer on the Change of Control Purchase Date. (f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Senior Notes pursuant to this Section 9.17. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 9.17, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.17 by virtue thereof.

Offer to Purchase upon a Change of Control Event. (a) Upon the occurrence of a Change of Control Event, the Company will offer to repurchase (the "Change of Control Purchase Offer") all Senior Notes from the Holders, and each Holder will have the right to require that the Company repurchase such Holder's Senior Notes, at a purchase price in cash equal to 101% of the principal amount thereof (the "Change of Control Purchase Price") plus accrued and unpaid interest (including any Additional Interest)interest, if any, to the Change of Control Purchase Date (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) due on an Interest Payment Date occurring prior to such Change of Control Purchase Date), in accordance with the provisions of this Section 9.179.16. (b) Within 30 days following any Change of Control Event, the Company shall mail a notice to each Holder with a copy to the Trustee (a "Change of Control Purchase Notice") stating: (i) that a Change of Control Event has occurred and that such Holder has the right to require the Company to purchase such Holder's Senior Notes at a Change of Control Purchase Price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest (including any Additional Interest)interest, if any, to the Change of Control Purchase Date (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) on an Interest Payment Date occurring prior to the Change of Control Purchase Date); (ii) the circumstances and relevant facts regarding such Change of Control Event (including, in the case of any merger, consolidation or sale of all or substantially all assets, information with respect to pro forma results of operations, cash flow and capitalization after giving effect to such Change of Control Event); (iii) the Change of Control Purchase Date (which shall be no earlier than 30 days nor later than 60 days from the date such Change of Control Purchase Notice is mailed); (iv) that, unless the Company defaults in making such payment, any Senior Note accepted for payment pursuant to the Change of Control Purchase Offer shall cease to accrue interest (including any Additional Interest) after the Change of Control Purchase Date; (v) that Holders electing to have a Senior Note purchased pursuant to any Change of Control Purchase Offer shall be required to surrender the Senior Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice, at least three Business Days before the Change of Control Purchase Date; and (vi) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the last Business Day prior to the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note (and identification number) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Senior Note purchased. (c) Holders electing to have a Senior Note purchased will be required to surrender the Senior Note, with the form entitled "Option of Holder to Elect Purchase" duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Change of Control Purchase Date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Change of Control Purchase Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note (and identification number) which was delivered by the Holder for purchase by the Company and a statement that such Holder is withdrawing his election to have such Senior Note purchased. (d) On the Change of Control Purchase Date, all Senior Notes purchased by the Company in a Change of Control Purchase Offer shall be delivered to the Trustee for cancellation, and the Company shall pay the Change of Control Purchase Price plus accrued and unpaid interest (including any Additional Interest)interest, if any, to the Holders entitled thereto. (e) On or before the Change of Control Purchase Date, the Company will deliver to the Trustee an Officers' Certificate stating that the Senior Notes purchased in the Change of Control Purchase Offer are accepted for payment by the Company in accordance with the terms of this Section. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Change of Control Purchase Date) pay to each tendering Holder an amount equal to the Change of Control Purchase Price of the Senior Notes tendered by such Holder plus interest (including any Additional Interest) accrued thereon (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) due on the relevant Interest Payment Date). The Company will publicly announce the results of the Change of Control Purchase Offer on the Change of Control Purchase Date. (f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Senior Notes pursuant to this Section 9.17. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 9.17, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.17 by virtue thereof9.

Offer to Purchase upon a Change of Control Event. (a) Upon the occurrence of a Change of Control Event, the Company will offer to repurchase (the "Change of Control Purchase Offer") all Senior Notes from the Holders, and each Holder will have the right to require that the Company repurchase such Holder's Senior Notes, in whole or in part, in integral multiples of $1,000, at a purchase price in cash equal to 101% of the principal amount thereof (the "Change of Control Purchase Price") plus accrued and unpaid interest (including any Additional Interest)interest, if any, to the Change of Control Purchase Date (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) due on an Interest Payment Date occurring prior to such Change of Control Purchase Date), in accordance with the provisions of this Section 9.179.16. (b) Within 30 days following any Change of Control Event, the Company shall mail a notice to each Holder with a copy to the Trustee (a "Change of Control Purchase Notice") stating: (i) that a Change of Control Event has occurred and that such Holder has the right to require the Company to purchase such Holder's Senior Notes at a Change of Control Purchase Price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest (including any Additional Interest)interest, if any, to the Change of Control Purchase Date (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) on an Interest Payment Date occurring prior to the Change of Control Purchase Date); (ii) the circumstances and relevant facts regarding such Change of Control Event (including, in the case of any merger, consolidation or sale of all or substantially all assets, information with respect to pro forma results of operations, cash flow and capitalization after giving effect to such Change of Control Event); (iii) the Change of Control Purchase Date (which shall be no earlier than 30 days nor later than 60 days from the date such Change of Control Purchase Notice is mailed); (iv) that, that unless the Company defaults in making such payment, any Senior Note accepted for payment pursuant to the Change of Control Purchase Offer shall cease to accrue interest (including any Additional Interest) after the Change of Control Purchase Date;; and (v) that Holders electing to have a Senior Note purchased pursuant to any Change of Control Purchase Offer shall be required to surrender the Senior Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice, at least three Business Days before the Change of Control Purchase Date; and (vi) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the last Business Day prior to the Change of Control Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note (and identification number) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Senior Note purchased. (c) Holders electing to have a Senior Note purchased will be required to surrender the Senior Note, with the form entitled "Option of Holder to Elect Purchase" duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Change of Control Purchase Date. Holders will Any such election shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Change of Control Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note (and identification number) which was delivered by the Holder for purchase by the Company and a statement that such Holder is withdrawing his election to have such Senior Note purchasedirrevocable. (d) On the Change of Control Purchase Date, all Senior Notes purchased by the Company in a Change of Control Purchase Offer shall be delivered to the Trustee for cancellation, and the Company shall pay the Change of Control Purchase Price plus accrued and unpaid interest (including any Additional Interest)interest, if any, to the Holders entitled thereto. (e) On or before the Change of Control Purchase Date, the Company will deliver to the Trustee an Officers' Certificate stating that the Senior Notes purchased in the Change of Control Purchase Offer are accepted for payment by the Company in accordance with the terms of this Section. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Change of Control Purchase Date) pay to each tendering Holder an amount equal to the Change of Control Purchase Price of the Senior Notes tendered by such Holder plus interest (including any Additional Interest) accrued thereon (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) due on the relevant Interest Payment Date). The Company will publicly announce the results of the Change of Control Purchase Offer on the Change of Control Purchase Date. (f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Senior Notes pursuant to this Section 9.17. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 9.17, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.17 by virtue thereof9.

Offer to Purchase upon a Change of Control Event. (a) Upon the occurrence of a Change of Control Event, the Company will offer to repurchase (the "Change of Control Purchase Offer") all Senior Notes from the Holders, and each Holder will have the right to require that the Company repurchase such Holder's Senior Notes, at a purchase price in cash equal to 101% of the principal amount thereof (the "Change of Control Purchase Price") plus accrued and unpaid interest (including any Additional Interest), if any, to the Change of Control Purchase Date (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) due on an Interest Payment Date occurring prior to such Change of Control Purchase Date), in accordance with the provisions of this Section 9.17.. 71 (b) Within 30 days following any Change of Control Event, the Company shall mail a notice to each Holder with a copy to the Trustee (a "Change of Control Purchase Notice") stating: (i) that a Change of Control Event has occurred and that such Holder has the right to require the Company to purchase such Holder's Senior Notes at a Change of Control Purchase Price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest (including any Additional Interest), if any, to the Change of Control Purchase Date (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) on an Interest Payment Date occurring prior to the Change of Control Purchase Date); (ii) the circumstances and relevant facts regarding such Change of Control Event (including, in the case of any merger, consolidation or sale of all or substantially all assets, information with respect to pro forma results of operations, cash flow and capitalization after giving effect to such Change of Control Event); (iii) the Change of Control Purchase Date (which shall be no earlier than 30 days nor later than 60 days from the date such Change of Control Purchase Notice is mailed); (iv) that, unless the Company defaults in making such payment, any Senior Note accepted for payment pursuant to the Change of Control Purchase Offer shall cease to accrue interest (including any Additional Interest) after the Change of Control Purchase Date; (v) that Holders electing to have a Senior Note purchased pursuant to any Change of Control Purchase Offer shall be required to surrender the Senior Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice, at least three Business Days before the Change of Control Purchase Date; and (vi) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the last Business Day prior to the Change of Control Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note (and identification number) the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Senior Note purchased. (c) Holders electing to have a Senior Note purchased will be required to surrender the Senior Note, with the form entitled "Option of Holder to Elect Purchase" duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Change of Control Purchase Date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later 72 than one Business Day prior to the Change of Control Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note (and identification number) which was delivered by the Holder for purchase by the Company and a statement that such Holder Xxxxxx is withdrawing his election to have such Senior Note purchased. (d) On the Change of Control Purchase Date, all Senior Notes purchased by the Company in a Change of Control Purchase Offer shall be delivered to the Trustee for cancellation, and the Company shall pay the Change of Control Purchase Price plus accrued and unpaid interest (including any Additional Interest), if any, to the Holders entitled thereto. (e) On or before the Change of Control Purchase Date, the Company will deliver to the Trustee an Officers' Certificate stating that the Senior Notes purchased in the Change of Control Purchase Offer are accepted for payment by the Company in accordance with the terms of this Section. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Change of Control Purchase Date) pay to each tendering Holder an amount equal to the Change of Control Purchase Price of the Senior Notes tendered by such Holder plus interest (including any Additional Interest) accrued thereon (subject to the right of Holders on the relevant Regular Record Date to receive interest (including any Additional Interest) due on the relevant Interest Payment Date). The Company will publicly announce the results of the Change of Control Purchase Offer on the Change of Control Purchase Date. (f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Senior Notes pursuant to this Section 9.17. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 9.17, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.17 by virtue thereof.