Common use of Option Purchase Notice Clause in Contracts

Option Purchase Notice. A Holder may exercise its right specified in Section 5.2(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit B hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in each case in accordance with Applicable Procedures) of the exercise of such rights (an "Option Purchase Notice") to the Paying Agent at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Purchase Date. The Option Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and (iii) that such Securities shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Securities and in this Indenture. The delivery of such Security to any Paying Agent (together with all necessary endorsements) at the office of such Paying Agent shall be a condition to the receipt by the Holder of the Option Purchase Price; provided, however, that such Option Purchase Price shall be paid pursuant to this Section 5.2 only if the Security so delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Option Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 5.2, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Article 5 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Option Purchase Notice contemplated by this Section 5.2(c) shall have the right to withdraw such Option Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Option Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 5.3(b). A Paying Agent shall promptly notify the Company of the receipt by it of any Option Purchase Notice or written notice of withdrawal thereof.

Option Purchase Notice. A Holder may exercise its right specified in Section 5.2(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit B hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in each case in accordance with Applicable Procedures) of the exercise of such rights (an "“Option Purchase Notice"”) to the Paying Agent at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Purchase Date. The Option Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and (iii) that such Securities shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Securities and in this Indenture. The delivery of such Security to any Paying Agent (together with all necessary endorsements) at the office of such Paying Agent shall be a condition to the receipt by the Holder of the Option Purchase Price; provided, however, that such Option Purchase Price shall be paid pursuant to this Section 5.2 only if the Security so delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Option Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 5.2, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Article 5 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Option Purchase Notice contemplated by this Section 5.2(c) shall have the right to withdraw such Option Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Option Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 5.3(b). A Paying Agent shall promptly notify the Company of the receipt by it of any Option Purchase Notice or written notice of withdrawal thereof.

Option Purchase Notice. A (1) The Company shall give notice (the “Option Purchase Notice”) on a date not less than 20 Business Days prior to each Option Purchase Date to each Holder at its address shown in the register of the Registrar (with a copy to the Trustee) and to each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price and the Conversion Rate; (ii) the Conversion Rate then applicable to the Notes; (iii) the names and addresses of the Paying Agent and the Conversion Agent; (iv) that Notes with respect to which a Purchase Notice is given by a Holder may exercise its right specified in Section 5.2(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit B hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in each case converted pursuant to Article VI only if such Purchase Notice has been withdrawn in accordance with Applicable Procedures) of this Article VII or if there shall be a Default in the exercise payment of such rights (an "Option Purchase Notice"Price payable as herein provided upon Purchase at Holder’s Option; (v) that Notes (together with any necessary endorsements) must be surrendered to the Paying Agent to collect payment of the Option Purchase Price payable as herein provided upon Purchase at Holder’s Option; (vi) that the Option Purchase Price for any Notes as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of such Option Purchase Date or the time of delivery of the Note as described in clause (v) above; (vii) the procedures the Holder must follow to exercise rights under this Article VII (including the name and address of the Paying Agent) and a brief description of those rights; (viii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Company (if acting as its own Paying Agent) or the Paying Agent receives, at any time prior to 5:00 p.m., New York City time, the close of business on the Business Day immediately preceding the applicable Option Purchase Date. The , or such longer period as may be required by law, a letter, telegram or facsimile transmission (with confirmation of good transmission thereof) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Notes purchased by the Company on such Option Purchase Notice must state: Date pursuant to a Purchase at Holder’s Option, (iIII) if Certificated Securities are the certificate number(s) of such Notes to be deliveredso withdrawn, the certificate numbers of the Securities that the Holder shall deliver to be purchased; if such Notes are certificated, (iiIV) the portion of the principal amount of the Securities that the Notes of such Holder shall deliver to be purchasedso withdrawn, which portion amount must be in principal amounts of $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Notes of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 7.2, which amount must be $1,0001,000 or an integral multiple thereof; (ix) that on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the Option Purchase Price as herein provided upon a Purchase at Holder’s Option), interest on Notes subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders of such Notes shall terminate, other than the right to receive, in accordance herewith, the Option Purchase Price payable as herein provided upon a Purchase at Holder’s Option; and (iiix) that such Securities shall be purchased by the Company CUSIP number or numbers, as the case may be, of the Notes. (2) At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Date pursuant to Notice in the terms Company’s name and conditions specified in paragraph 7 of the Securities and in this Indenture. The delivery of such Security to any Paying Agent (together with all necessary endorsements) at the office of such Paying Agent shall be a condition to the receipt by the Holder of the Option Purchase PriceCompany’s expense; provided, however, that such Option Purchase Price shall be paid pursuant to this Section 5.2 only if the Security so delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Option Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 5.2, a portion form and content of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Article 5 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Option Purchase Notice contemplated by this Section 5.2(c) shall have the right to withdraw such Option Purchase Notice at any time prior to 5:00 p.m., New York City time, on shall be prepared by the Business Day immediately preceding the Option Purchase Date by delivery Company. (3) No failure of a written notice of withdrawal to the Paying Agent in accordance with Section 5.3(b). A Paying Agent shall promptly notify the Company of the receipt by it of any to give an Option Purchase Notice or written notice of withdrawal thereofshall limit any Holder’s right pursuant hereto to exercise its rights to require the Company to purchase such Holder’s Notes pursuant to a Purchase at Holder’s Option.