Optional Put. (a) All or a portion of the Securities shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") at a price of 100% of the Accreted Principal Amount plus any accrued and unpaid interest (including Contingent Interest and Additional Amounts) to but not including the Optional Repurchase Date (the "Optional Repurchase Price"), at the option of the Holder thereof. Any Securities purchased on June 15, 2010 by the Company will be paid for in cash only. Securities purchased on June 15, 2013 and June 15, 2018 by the Company may be purchased in cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company's option, provided, however that any accrued and unpaid interest (including Contingent Interest and Additional Amounts), if any, will be paid in cash. The Company's right to exercise its election to purchase the Securities pursuant to this Article Fifteen through the issuance of shares of Common Stock shall be conditioned upon (1) the Company's not having given its Company notice of an election to pay entirely in cash and its giving of timely notice of election to purchase all or a specified percentage of the Securities with shares of Common Stock as provided herein; (2) the registration of the shares of Common Stock to be issued in respect of the payment of the Optional Repurchase Price under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (4) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with this Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Optional Repurchase Price in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Optional Repurchase Price in respect of the Securities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officer's Certificate, stating that conditions (1), (2) and (3) above have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (2) and...
Optional Put. (a) Subject to the provisions of this ARTICLE IV, each Holder shall have the right, at the Holder’s option, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder’s Securities, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of February 1, 2011, February 1, 2016 and February 1, 2021 (each a “Purchase Date”). The Company shall be required to purchase such Securities at a purchase price in cash equal to 100% of the principal amount plus accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Purchase Date (the “Purchase Price”). In the event that a Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest and Additional Interest, if any, to the holder of the repurchased Security and not the Holder on the Record Date.
(b) On or before the 22nd Business Day prior to each Purchase Date, the Company shall mail a written notice of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and shall cause such notice to be mailed to beneficial owners to the extent required by applicable law. The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 4.1;
(ii) the Purchase Date;
(iii) the Purchase Price;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) briefly, the conversion rights of the Securities, if any, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Securities;
(vi) the Conversion Rate and any adjustments thereto;
(vii) that the Securities as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(viii) that the Securities must be surrendered to the Paying Agent to collect payment;
(ix) that the Pur...
Optional Put. Prior to the termination of the Option in accordance with Section 11 hereof, if the Option has become exercisable pursuant to Section 1(b) hereof and pursuant to the second sentence of this Section 9, Optionee shall have the right, upon three (3) business days' prior written notice to the Company, to require the Company to purchase the Option from Optionee (the "PUT RIGHT") at a cash purchase price (the "PUT PRICE") equal to the product determined by multiplying (A) the number of Optioned Shares as to which the Option has not yet been exercised by (B) the Spread (as defined below). As used herein, the term "SPREAD" shall mean the excess, if any, of (i) the greater of (x) the highest price (in cash or fair market value of securities or other property) per share of Company Common stock paid or to be paid within twelve (12) months preceding the date of exercise of the Put Right for any Company Common Stock beneficially owned by any Person who shall have acquired or become the beneficial owner of 20% or more of the outstanding shares of Company Common Stock after the date hereof or (y) the weighted (by volume of shares traded each day during the measurement period described herein) average closing price of the Company Common Stock during the 15-day period ending on the trading day immediately preceding the written notice of exercise of the Put Right over (ii)
Optional Put. On December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and December 15, 2029 (each, an “Optional Repurchase Date"), each Holder shall have the right (each, an “Optional Repurchase Right"), at the Holder’s option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), at a purchase price in cash equal to 100% of the principal amount of the Debentures to be repurchased plus accrued and unpaid Interest, including Contingent Interest, if any, on such Optional Repurchase Date (the “Optional Repurchase Price").
Optional Put. 30 Section 4.2 Effect of Purchase Notice; Withdrawal of Purchase Notice................................................ 33 Section 4.3 Deposit of Purchase Price............................. 33 Section 4.4 Notes Purchased in Part............................... 34 TABLE OF CONTENTS (continued)
Optional Put. Prior to the termination of the Option in accordance with Section 12 hereof, if the Option has become exercisable pursuant to Section 2(b) hereof and pursuant to the second sentence of this Section 10, Optionee shall have the right, upon three (3) business days' prior written notice to the Company, to require the Company to purchase the Option from Optionee (the "PUT RIGHT") at a cash purchase price (the "PUT PRICE") equal to the product determined by multiplying (A) the number of Optioned Shares as to which the Option has not yet been exercised by (B) the Spread (as defined below). As used herein, the term "SPREAD" shall mean the excess, if any, of (i) the greater of (x) the highest price (in cash or fair market value of securities or other property) per Company Ordinary Share (whether or not evidenced by ADRs) paid or to be paid within twelve (12) months preceding the date of exercise of the Put Right for any Company Ordinary Shares (whether or not evidenced by ADRs) beneficially owned by any Person who shall have acquired or become the beneficial owner of 20% or more of the outstanding Company Ordinary Shares (whether or not evidenced by ADRs) after the date hereof or (y) the weighted (by volume of shares represented by ADRs traded each day during the measurement period described herein) average closing price of the Company Ordinary Shares (evidenced by ADRs) during the 15-day period ending on the trading day immediately preceding the written notice of exercise of the Put Right over (ii)
Optional Put. Prior to the termination of the Option in accordance with Section 19, if any event set forth in Section 2(a)(iii) has occurred and the other conditions set forth in Section 2(a) are met, Parent shall have the right, upon three business days' prior written notice to the Company, to require the Company to purchase the Option from Parent (the "Put Right") at a cash purchase price (the "Put Price") equal to the product determined by multiplying (A) the number of Optioned Shares as to which the Option has not yet been exercised by (B) the Spread (as defined below). As used herein, the term "Spread" shall mean the excess, if any, of (i) the greater of (x) the highest price (in cash or fair market value of securities or other property) per share of Company Common Stock paid or to be paid within 12 months preceding the date of exercise of the Put Right for any shares of Company Common Stock beneficially owned by any Person who shall have acquired or become the beneficial owner of 20% or more of the outstanding shares of Company Common Stock after the date hereof or (y) the average of the last reported sales prices on NASDAQ of the Company Common Stock during the five trading days immediately preceding the written notice of exercise of the Put Right over (ii)
Optional Put. (i) Securities shall be repurchased by the Company, at the option of the Holder thereof, on February 15, 2019 and February 15, 2022 (each, a “Repurchase Date”), at a repurchase price in Cash equal to 100% of the Accreted Principal Amount of the Securities to be repurchased plus accrued and unpaid interest, if any (including Additional Interest, if any), to, but excluding, such Repurchase Date (the “Repurchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in 0, provided, however, that any such accrued and unpaid interest, if any (including Additional Interest, if any), will be paid not to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding Regular Record Date.
Optional Put. (a) Securities shall be purchased by the Company, at the option of any Holder thereof, in accordance with the provisions of paragraph 6 of the Securities on May 15 of 2011, 2014, 2019, 2024 and 2029 (each, a “Purchase Date”) at a purchase price in cash equal to 100% of the principal amount of those Securities plus accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Purchase Date (the “Purchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 4.1(c).
Optional Put. (i) Securities shall be repurchased by the Company, at the option of the Holder thereof, on March 1, 2016, March 1, 2018, March 1, 2020, March 1, 2022 and March 1, 2024 (each, a “Repurchase Date”), at a repurchase price in Cash equal to 100% of the Accreted Principal Amount of the Securities to be repurchased plus accrued and unpaid interest, if any (including Additional Interest, if any), to, but excluding, such Repurchase Date (the “Repurchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(a)(iii), provided, however, that any such accrued and unpaid interest, if any (including Additional Interest, if any), will be paid not to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding Record Date.
