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

Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has exercised its right to redeem all outstanding Notes of a series pursuant to Section 3.07, each Holder of Notes of such series will have the right to require the Issuer to purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which the Change of Control Triggering Event occurred, or, at the Issuer’s option, prior to and conditioned on the occurrence of, any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Issuer will deliver a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent and, if the notice is sent prior to the Change of Control, no earlier than the date of the occurrence of the Change of Control, other than as may be required by law (the “Change of Control Payment Date”). The notice will, if 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 on or prior to the Change of Control Payment Date. The Issuer must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.09 by virtue of such conflicts. Holders of Definitive Notes electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice. Holders of Global Notes must transfer their Notes to the Paying Agent by book-entry transfer pursuant to the Applicable Procedures of the Paying Agent and the Depositary (in the case of Global Notes), in each case prior to the Close of Business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering EventEvent with respect to a series of Securities, unless the Issuer Company has exercised its right to redeem all outstanding Notes the Securities of a such series pursuant by giving irrevocable notice on or prior to Section 3.07the 30th day after the Change of Control Triggering Event in accordance with this Indenture, each Holder of Notes the Securities of such series will have the right to require the Issuer Company to purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes Securities of such series pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the date Change of purchase Control Payment Date (as defined below) (the “Change of Control Payment”). If the Change of Control Payment Date is (a) on a day that is not a Business Day, subject the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the rights of Holders next Business Day and/or (b) on or after a Record Date and on or before the relevant record date to receive interest due on the relevant related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the person in whose name the Security is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Securities are subject to purchase by the Company. Within 30 days following the date upon which the Change of Control Triggering Event occurred, occurs or, at the IssuerCompany’s option, prior to and conditioned on the occurrence of, any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, the Issuer Company will be required to mail or otherwise deliver in accordance with the applicable procedures of DTC, Euroclear or Clearstream a notice to each Holder, with a copy to Holder of Securities of the Trusteeapplicable series, which notice shall will govern the terms of the Change of Control Offer. Such notice will state, among other things, state the purchase date, which must be no earlier than 30 15 days nor later than 60 days from the date such notice is sent andmailed or otherwise delivered in accordance with the applicable procedures of DTC, if Euroclear or Clearstream (or, in the case of a notice is sent mailed or otherwise delivered in accordance with the applicable procedures of DTC, Euroclear or Clearstream prior to the date of consummation of a Change of Control, no earlier than 15 days nor later than 60 days from the date of the occurrence of the Change of ControlControl Triggering Event), other than as may be required by law (the “Change of Control Payment Date”). The notice willnotice, if sent mailed or otherwise delivered in accordance with the applicable procedures of DTC, Euroclear or Clearstream prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. The Issuer must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.09 by virtue of such conflicts. Holders of Definitive Notes electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice. Holders of Global Notes must transfer their Notes to the Paying Agent by book-entry transfer pursuant to the Applicable Procedures of the Paying Agent and the Depositary (in the case of Global Notes), in each case prior to the Close of Business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Issuer shallCompany will, to the extent lawful:

Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has Issuers have exercised its their right to redeem all outstanding Notes of a series pursuant to Section 3.07, each Holder Holders of Notes of such series will have the right to require the Issuer Issuers to purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which the Change of Control Triggering Event occurred, or, at the Issuer’s Issuers’ option, prior to and conditioned on the occurrence of, the any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Issuer Issuers will deliver a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent and, if the notice is sent prior to the Change of Control, no earlier than the date of the occurrence of the Change of Control, other than as may be required by law (the “Change of Control Payment Date”). The notice will, if 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 on or prior to the Change of Control Payment Date. The Issuer Issuers must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer Issuers will comply with those securities laws and regulations and will not be deemed to have breached its their obligations under this Section 4.09 by virtue of such conflicts. Holders of Definitive Notes electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent paying agent at the address specified in the notice. Holders of Global Notes must transfer their Notes to the Paying Agent by book-entry transfer pursuant to the Applicable Procedures of the Paying Agent and the Depositary DTC (in the case of Global Notes), in each case prior to the Close of Business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Issuer Company shall, to the extent lawful, to:

Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has Issuers have exercised its their right to redeem all outstanding Notes of a series pursuant to Section 3.07, each Holder of Notes of such series will have the right to require the Issuer Issuers to purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which the Change of Control Triggering Event occurred, or, at the Issuer’s Issuers’ option, prior to and conditioned on the occurrence of, any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Issuer Issuers will deliver a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent and, if the notice is sent prior to the Change of Control, no earlier than the date of the occurrence of the Change of Control, other than as may be required by law (the “Change of Control Payment Date”). The notice will, if 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 on or prior to the Change of Control Payment Date. The Issuer Issuers must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer Issuers will comply with those securities laws and regulations and will not be deemed to have breached its their obligations under this Section 4.09 by virtue of such conflicts. Holders of Definitive Notes electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice. Holders of Global Notes must transfer their Notes to the Paying Agent by book-entry transfer pursuant to the Applicable Procedures of the Paying Agent and the Depositary DTC (in the case of Global Notes), in each case prior to the Close of Business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Issuer Company shall, to the extent lawful:

Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of If a Change of Control Triggering EventEvent occurs, unless the Issuer has exercised its right will make an offer (the “Change of Control Offer”) to redeem all outstanding Notes of a series pursuant to Section 3.07, each Holder of Notes of to repurchase (at such series will have the right to require the Issuer to purchase Holder’s option) all or any part (in a portion (equal to principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to on the offer terms described below (below. In the “Change of Control Offer”), at a purchase price the Issuer will offer payment in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes (or portions thereof) repurchased to, but excluding, the date of purchase repurchase (the “Change of Control Payment”); provided that, subject notwithstanding the foregoing, payments of interest on the Notes that are due and payable on any Interest Payment Dates falling on or prior to such a date of repurchase (other than an Interest Payment Date falling on the final maturity date of the Notes) will be payable to the rights Holders of Holders those Notes registered as such at the close of business on the relevant record date to receive interest due on dates in accordance with their terms and the relevant Interest Payment Dateterms of the Indenture. Within 30 days following any Change of Control Triggering Event, the date upon which Issuer will mail (or cause to be mailed) a notice (the “Change of Control Purchase Notice”) to all Holders of Notes (with a copy to the Trustee) describing the transaction or transactions constituting the Change of Control Triggering Event occurred, or, at and offering to repurchase the Issuer’s option, prior to and conditioned Notes on the occurrence of, any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Issuer will deliver a notice to each Holder, with a copy to the Trusteedate specified in such notice, which notice shall govern the terms of the Change of Control Offer. Such notice date will state, among other things, the purchase date, which must be a business day no earlier than 30 days nor and no later than 60 days from after the date such notice is sent and, if the notice is sent prior to the Change of Control, no earlier than the date of the occurrence of the Change of Control, other than as may be required by law mailed (the “Change of Control Payment Date”). The notice will, if 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 on or prior to the Change of Control Payment Date. The Issuer must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.09 by virtue of such conflicts. Holders of Definitive Notes electing to have a note purchased Note or portion thereof repurchased pursuant to a Change of Control Offer will be required to surrender the NoteNote (which, with in the form entitled “Option case of Holder to Elect Purchase” on the reverse of the Note completedNotes in book entry form, may be by book entry transfer) to the Paying Agent Trustee (or to such other agent as may be appointed by the Issuer for such purpose) at the address specified in the notice. Holders applicable Change of Global Notes must transfer their Notes to the Paying Agent by book-entry transfer pursuant to the Applicable Procedures of the Paying Agent and the Depositary (in the case of Global Notes), in each case Control Purchase Notice prior to the Close close of Business business on the third Business Day prior to business day immediately preceding the applicable Change of Control Payment DateDate and to comply with other procedures set forth in such Change of Control Purchase Notice. As used in the preceding sentence and in the last sentence of the preceding paragraph, the term “business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York. On the any Change of Control Payment Date, the Issuer shallwill, to the extent lawful:

Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has exercised its right to redeem all outstanding Notes of a series pursuant to Section 3.07, each Holder of Notes of such series will have the right to require the Issuer to purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which the Change of Control Triggering Event occurred, or, at the Issuer’s option, prior to and conditioned on the occurrence of, any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Issuer will deliver a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent and, if the notice is sent prior to the Change of Control, no earlier than the date of the occurrence of the Change of Control, other than as may be required by law (the “Change of Control Payment Date”). The notice will, if 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 on or prior to the Change of Control Payment Date. The Issuer must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.09 by virtue of such conflicts. Holders of Definitive Notes electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice. Holders of Global Notes must transfer their Notes to the Paying Agent by book-entry transfer pursuant to the Applicable Procedures of the Paying Agent and the Depositary (in the case of Global Notes), in each case prior to the Close of Business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Issuer shall, to the extent lawful:of