Common use of Optional Redemption; Election to Redeem; Notice to Trustee Clause in Contracts

Optional Redemption; Election to Redeem; Notice to Trustee. Prior to October 1, 2021, the Company may not redeem the Securities. On and after October 1, 2021, the Company may, at its option, redeem the Securities for cash, in whole but not in part, upon notice pursuant to Section 13.03, at a price (the “Redemption Price”) equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (unless the Redemption Date falls after a Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid to Holders of record of such Securities on such Record Date, and the Redemption Price will be equal to 100% of the principal amount of such Securities), provided that the Closing Sale Price of the Common Stock for 20 or more Trading Days (whether or not consecutive and including the Trading Day immediately prior to the date the redemption notice is delivered to Holders) during the period of 30 consecutive Trading Days ending on, and including, the Trading Day immediately prior to the date the redemption notice is delivered to Holders is equal to or exceeds 150% of the applicable Conversion Price on each applicable Trading Day; provided further that, in the case of a redemption of any Orogen Securities in whole or in part, the Company shall have on file with the SEC an effective shelf registration statement of the Company on Form S-3 (or any successor form) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) covering the Common Stock. In addition, to the extent such Orogen Securities constitute “Registrable Securities” under the Investment Agreement, if there is a “Blackout Period” (as defined in the Investment Agreement) covering any time during the period from and including the tenth (10th) Trading Day prior to the Redemption Date to and including the Trading Day immediately prior to the Redemption Date (the “Open Period”) then the Company shall, as promptly as practicable, notify the Trustee and the Holders of the Orogen Securities (and, in accordance with the Investment Agreement, the beneficial owners parties thereto of the Orogen Securities) that there is such a Blackout Period, and notwithstanding anything herein to the contrary, the notice of redemption shall automatically be deemed withdrawn with respect to the Orogen Securities (and the Company shall cause a notice of such withdrawal to be sent to the Holders of the Orogen Securities), and the Holders of the Orogen Securities shall have the right, upon notice to the Trustee and the Company delivered within three Business Days after the Withdrawal Time to rescind any Conversion Notice that is pending as of the Withdrawal Time and/or to rescind any conversion of Orogen Securities pursuant to Article 10 with respect to which the Settlement Amount has, as of the Withdrawal Time, not yet been delivered to such Holder or its designee.

Optional Redemption; Election to Redeem; Notice to Trustee. Prior to October 1September 15, 20212022, the Company may not redeem the Securities. On and after October 1September 15, 20212022, the Company may, from time to time, at its option, partially redeem for cash up to an aggregate of $490,000,000 in principal amount of the Securities for cash, in whole but not in partSecurities, upon notice pursuant to Section 13.03, at a price (the “Redemption Price”) equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (unless the such Redemption Date falls is after a Record Date but for the payment of an installment of interest and on or prior to before the immediately succeeding related Interest Payment Date, in which case interest then the full amount of accrued to the and unpaid interest, if any, to, but excluding, such Interest Payment Date will shall be paid on such Interest Payment Date to Holders the Holder of record of such Securities at the Close of Business on such Record DateDate (without any surrender of such Securities by such Holder), and the Redemption Price will be equal to 100% of the principal amount of such Securitiesshall not include any accrued but unpaid interest), provided provided, that the Closing Sale Price of the Common Stock for 20 or more Trading Days (whether or not consecutive and including the simple average of the Closing Sale Price of the Common Stock over the final three Trading Day immediately prior to the date the redemption notice is delivered to HoldersDays) during in the period of at least 30 consecutive Trading Days ending on, and including, on the Trading Day immediately prior to the date the redemption notice is delivered to Holders is equal to or exceeds 150% of the applicable Conversion Price on each applicable Trading Day, provided, that, subject to second immediately following sentence, if the Company elects, from time to time, to redeem less than all of the then outstanding Securities and both SLA Securities and Other Securities are outstanding, the Company shall cause the outstanding SLA Securities and Other Securities to be redeemed on a pro-rata basis based upon percentage of ownership of the then outstanding aggregate principal amount of the outstanding SLA Securities and Other Securities, respectively; provided further provided, further, that, in the case of a redemption of any Orogen SLA Securities in whole or in part, the Company shall either (i) have on file with the SEC an effective shelf registration statement of the Company on Form S-3 (or any successor form) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) covering the Common Stock, or (ii) if the Company is not at the time of delivery of the applicable Redemption Notice eligible to file or use a registration statement on Form S-3 (or any successor form thereto), cause a registration statement on Form S-1 covering resale of the Common Stock to be declared effective pursuant to the Securities Act at least 15 days prior to the Redemption Date. In addition, to the extent such Orogen SLA Securities constitute “Registrable Securities” under the Investment Agreement, if there is a “Blackout Period” (as defined in the Investment Agreement) Period covering any time during the period from and including the tenth (10th) Trading Day prior to the Redemption Date to and including the Trading Day immediately prior to the Redemption Date then (the “Open Period”i) then the Company shall, as promptly as practicable, notify the Trustee and the Holders of the Orogen SLA Securities (and, in accordance with the Investment Agreement, the beneficial owners parties thereto of the Orogen SLA Securities) that there is such a Blackout Period, Period and identify the Withdrawal Time and the relevant CUSIP and (ii) notwithstanding anything herein to the contrary, the Company shall, as promptly as practicable, withdraw the notice of redemption shall automatically be deemed withdrawn (such withdrawal a “Blackout Withdrawal”) with respect to the Orogen Securities (and the Company shall cause a notice of such withdrawal to be sent to the Holders of the Orogen SLA Securities), and the Holders of the Orogen SLA Securities shall have the right, upon notice to the Trustee Conversion Agent and the Company delivered within three 3 Business Days after the Withdrawal Time to rescind any Conversion Notice that is pending as of the Withdrawal Time and/or to rescind any conversion of Orogen SLA Securities pursuant to Article 10 with respect to which the Settlement Amount has, as of the Withdrawal Time, not yet been delivered to such Holder or its designee. If a Blackout Withdrawal has occurred with respect to a particular notice of redemption, the SLA Securities and Other Securities shall not be required to be redeemed pursuant to such notice of redemption on a pro-rata basis based and the aggregate principal amount of SLA Securities to be redeemed shall be $0 and the aggregate principal amount of the Other Securities to be redeemed shall be the amount set forth in the redemption notice. For the avoidance of doubt, all redemptions pursuant to this Article 13 shall not, collectively, exceed an aggregate principal amount of $490,000,000.

Optional Redemption; Election to Redeem; Notice to Trustee. Prior to October 1March 4, 20212020, the Company may not redeem the Securities. On and after October 1March 4, 20212020, the Company may, at its option, redeem for cash all or part of the Securities for cash, in whole but not in partSecurities, upon notice pursuant to Section 13.03, at a price (the “Redemption Price”) equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (unless the Redemption Date falls after a Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid to Holders of record of such Securities on such Record Date, and the Redemption Price will be equal to 100% of the principal amount of such Securities), provided that the Closing Sale Price of the Common Stock for 20 or more Trading Days (whether or not consecutive and including the final three Trading Day immediately prior to the date the redemption notice is delivered to HoldersDays) during in the period of at least 30 consecutive Trading Days ending on, and including, on the Trading Day immediately prior to the date the redemption notice is delivered to Holders is equal to or exceeds 150% of the applicable Conversion Price on each applicable Trading Day; provided further provided, further, that, in the case of a redemption of any Orogen SLP Securities in whole or in part, the Company shall have on file with the SEC an effective shelf registration statement of the Company on Form S-3 (or any successor form) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) covering the Common Stock. In addition, to the extent such Orogen SLP Securities constitute “Registrable Securities” under the Investment Agreement, if there is a “Blackout Period” (as defined in the Investment Agreement) covering any time during the period from and including the tenth (10th) Trading Day prior to the Redemption Date to and including the Trading Day immediately prior to the Redemption Date (the “Open Period”) then the Company shall, as promptly as practicable, notify the Trustee and the Holders of the Orogen SLP Securities (and, in accordance with the Investment Agreement, the beneficial owners parties thereto of the Orogen SLP Securities) that there is such a Blackout Period, and notwithstanding anything herein to the contrary, the notice of redemption shall automatically be deemed withdrawn with respect to the Orogen Securities (and the Company shall cause a notice of such withdrawal to be sent to the Holders of the Orogen SLP Securities), and the Holders of the Orogen SLP Securities shall have the right, upon notice to the Trustee and the Company delivered within three 3 Business Days after the Withdrawal Time to rescind any Conversion Notice that is pending as of the Withdrawal Time and/or to rescind any conversion of Orogen SLP Securities pursuant to Article 10 with respect to which the Settlement Amount has, as of the Withdrawal Time, not yet been delivered to such Holder or its designee.

Optional Redemption; Election to Redeem; Notice to Trustee. Prior to October April 1, 20212020, the Company may not redeem the Securities. On and after October April 1, 20212020, the Company may, at its option, redeem the Securities for cash, in whole but not in part, upon notice pursuant to Section 13.03, at a price (the “Redemption Price”) equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (unless the Redemption Date falls after a Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid to Holders of record of such Securities on such Record Date, and the Redemption Price will be equal to 100% of the principal amount of such Securities), provided that the Closing Sale Price of the Common Stock for 20 or more Trading Days (whether or not consecutive and including the Trading Day immediately prior to the date the redemption notice is delivered to Holders) during the period of 30 consecutive Trading Days ending on, and including, the Trading Day immediately prior to the date the redemption notice is delivered to Holders is equal to or exceeds 150% of the applicable Conversion Price on each applicable Trading Day; provided further that, in the case of a redemption of any Orogen Atairos Securities in whole or in part, the Company shall have on file with the SEC an effective shelf registration statement of the Company on Form S-3 (or any successor form) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) covering the Common Stock. In addition, to the extent such Orogen Atairos Securities constitute “Registrable Securities” under the Investment Agreement, if there is a “Blackout Period” (as defined in the Investment Agreement) covering any time during the period from and including the tenth (10th) Trading Day prior to the Redemption Date to and including the Trading Day immediately prior to the Redemption Date (the “Open Period”) then the Company shall, as promptly as practicable, notify the Trustee and the Holders of the Orogen Atairos Securities (and, in accordance with the Investment Agreement, the beneficial owners parties thereto of the Orogen Atairos Securities) that there is such a Blackout Period, and notwithstanding anything herein to the contrary, the notice of redemption shall automatically be deemed withdrawn with respect to the Orogen Securities (and the Company shall cause a notice of such withdrawal to be sent to the Holders of the Orogen Atairos Securities), and the Holders of the Orogen Atairos Securities shall have the right, upon notice to the Trustee and the Company delivered within three 3 Business Days after the Withdrawal Time to rescind any Conversion Notice that is pending as of the Withdrawal Time and/or to rescind any conversion of Orogen Atairos Securities pursuant to Article 10 with respect to which the Settlement Amount has, as of the Withdrawal Time, not yet been delivered to such Holder or its designee.