Common use of Purchase of Notes at Option of Holder Upon a Fundamental Change Clause in Contracts

Purchase of Notes at Option of Holder Upon a Fundamental Change. (a) Subject to Section 11.04 hereof, upon the occurrence of a Fundamental Change at any time prior to Stated Maturity, each Holder may require the Company to repurchase the Notes on a date chosen by the Company in its sole discretion that is no less than 20 Business Days and no more than 35 Business Days (subject to extension to comply with applicable law) after the Company sends the Fundamental Change Repurchase Right Notice (the “Fundamental Change Repurchase Date”), and the Company shall repurchase on the Fundamental Change Repurchase Date, any or all Notes submitted for repurchase for cash, at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but not including the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless such Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Company shall pay the full amount of accrued and unpaid interest payable on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. The principal amount of the Notes submitted for repurchase shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof and the principal amount of such Notes to remain Outstanding, if any, shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (b) Notwithstanding anything contained herein to the contrary, Holders of the Notes will not have the right to require the Company to repurchase any Notes pursuant to the occurrence of any of the events identified in clauses (2) or (3) of the definition of Fundamental Change (and the Company will not be required to deliver the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Right Notice incidental thereto), if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares, cash payments made pursuant to dissenters’ appraisal rights and cash dividends) in a Fundamental Change under clause (2) or clause (3) of the definition of Fundamental Change consists of shares of common stock traded on The NASDAQ Global Select Market, The NASDAQ Global Market, the New York Stock Exchange or another U.S. national securities exchange or quoted on an established automated over-the-counter trading market in the United States (or will be so traded or quoted immediately following the merger or consolidation) and, as a result of such Fundamental Change, such shares of such common stock become Reference Property. (c) At least 20 Business Days prior to the anticipated effective date of a Fundamental Change (or if the Company does not have actual notice of a Fundamental Change 20 Business Days prior to the effective date, as soon as the Company has actual notice of such Fundamental Change), the Company will provide to all Holders of the Notes, the Trustee, the Paying Agent, the Registrar and the Conversion Agent a written notice (the “Fundamental Change Notice”) stating: (i) if applicable, whether the Company will adjust the Conversion Rate pursuant to Section 6.05(f) hereof; (ii) the anticipated effective date of the Fundamental Change; and (iii) whether the Company expects that Holders will have the right to require the Company to repurchase their Notes as described in this Article 11.

Purchase of Notes at Option of Holder Upon a Fundamental Change. (a) Subject to Section 11.04 hereof, upon the occurrence of a Fundamental Change at any time prior to Stated Maturity, each Holder may require the Company to repurchase the Notes on a date chosen by the Company in its sole discretion that is no less than 20 Business Days and no more than 35 Business Days (subject to extension to comply with applicable law) after the Company sends the Fundamental Change Repurchase Right Notice (the “Fundamental Change Repurchase Date”), and the Company shall repurchase on the Fundamental Change Repurchase Date, any or all Notes submitted for repurchase for cash, at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but not including the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless such Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Company shall pay the full amount of accrued and unpaid interest payable on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. The principal amount of the Notes submitted for repurchase shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof and the principal amount of such Notes to remain Outstanding, if any, shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (b) Notwithstanding anything contained herein to the contrary, Holders of the Notes will not have the right to require the Company to repurchase any Notes pursuant to the occurrence of any of the events identified in clauses (2) or (3) of the definition of Fundamental Change (and the Company will not be required to deliver the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Right Notice incidental thereto), if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares, cash payments made pursuant to dissenters’ appraisal rights and cash dividends) in a Fundamental Change under clause (2) or clause (3) of the definition of Fundamental Change consists of shares of common stock traded on The NASDAQ Global Select Market, The NASDAQ Global Market, the The New York Stock Exchange or another U.S. national securities exchange or quoted on an established automated over-the-counter trading market in the United States (or will be so traded or quoted immediately following the merger or consolidation) and, as a result of such Fundamental Change, the Notes become convertible into such shares of such common stock become Reference Propertystock. (c) At least 20 Business Days prior to the anticipated effective date of a Fundamental Change (or if the Company does not have actual notice of a Fundamental Change 20 Business Days prior to the effective date, as soon as the Company has actual notice of such Fundamental Change), the Company will provide to all Holders of the Notes, the Trustee, the Paying Agent, the Registrar and the Conversion Agent a written notice (the “Fundamental Change Notice”) stating: (i) if applicable, whether the Company will adjust the Conversion Rate pursuant to Section 6.05(f6.05(e) hereof; (ii) the anticipated effective date of the Fundamental Change; and (iii) whether the Company expects that Holders will have the right to require the Company to repurchase their Notes as described in this Article 11.

Purchase of Notes at Option of Holder Upon a Fundamental Change. (a) Subject to Section 11.04 hereof, upon the occurrence of a Fundamental Change at any time prior to Stated Maturity, each Holder may require the Company to repurchase the Notes on a date chosen by the Company in its sole discretion that is no less than 20 Business Days and no more than 35 Business Days (subject to extension to comply with applicable law) after the Company sends the Fundamental Change Repurchase Right Notice (the “Fundamental Change Repurchase Date”), and the Company shall repurchase on the Fundamental Change Repurchase Date, any or all Notes submitted for repurchase for cash, at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but not including the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless such Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Company shall pay the full amount of accrued and unpaid interest payable on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. The principal amount of the Notes submitted for repurchase shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof and the principal amount of such Notes to remain Outstanding, if any, shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (b) Notwithstanding anything contained herein to the contrary, Holders of the Notes will not have the right to require the Company to repurchase any Notes pursuant to the occurrence of any of the events identified in clauses (2) or (3) of the definition of Fundamental Change (and the Company will not be required to deliver the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Right Notice incidental thereto), if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares, cash payments made pursuant to dissenters’ appraisal rights and cash dividends) in a Fundamental Change under clause (2) or clause (3) of the definition of Fundamental Change consists of shares of common stock traded on The NASDAQ Global Select Market, The NASDAQ Global Market, the The New York Stock Exchange or another U.S. national securities exchange or quoted on an established automated over-the-counter trading market in the United States (or will be so traded or quoted immediately following the merger or consolidation) and, as a result of such Fundamental Change, the Notes become convertible into such shares of such common stock become Reference Propertystock. (c) At least 20 Business Days prior to the anticipated effective date of a Fundamental Change (or if the Company does not have actual notice of a Fundamental Change 20 Business Days prior to the effective date, as soon as the Company has actual notice of such Fundamental Change), the Company will provide to all Holders of the Notes, the Trustee, the Paying Agent, the Registrar and the Conversion Agent a written notice (the “Fundamental Change Notice”) stating: (i) if applicable, whether the Company will adjust the Conversion Rate pursuant to Section 6.05(f) hereof; (ii) the anticipated effective date of the Fundamental Change; and (iii) whether the Company expects that Holders will have the right to require the Company to repurchase their Notes as described in this Article 11.

Purchase of Notes at Option of Holder Upon a Fundamental Change. (a) Subject to Section 11.04 hereof, upon the occurrence of a Fundamental Change at any time prior to Stated Maturity, each Holder may require the Company to repurchase the Notes on a date chosen by the Company in its sole discretion that is no less than 20 Business Days and no more than 35 Business Days (subject to extension to comply with applicable law) after the Company sends the Fundamental Change Repurchase Right Notice (the “Fundamental Change Repurchase Date”), and the Company shall repurchase on the Fundamental Change Repurchase Date, any or all Notes submitted for repurchase for cash, at a price equal to 100% of the aggregate principal amount Accreted Principal Amount thereof plus accrued and unpaid interest, if anyinterest on the Original Principal Amount of those Notes, to but not including the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless such Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Company shall pay the full amount of accrued and unpaid interest on the Original Principal Amount payable on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. The principal amount Original Principal Amount of the Notes submitted for repurchase shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof and the principal amount Original Principal Amount of such Notes to remain Outstanding, if any, shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (b) Notwithstanding anything contained herein to the contrary, Holders of the Notes will not have the right to require the Company to repurchase any Notes pursuant to the occurrence of any of the events identified in clauses (2) or (3) of the definition of Fundamental Change (and the Company will not be required to deliver the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Right Notice incidental thereto), if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares, cash payments made pursuant to dissenters’ appraisal rights and cash dividends) in a Fundamental Change under clause (2) or clause (3) of the definition of Fundamental Change consists of shares of common stock traded on The NASDAQ Global Select Market, The NASDAQ Global Market, the New York Stock Exchange or another U.S. national securities exchange or quoted on an established automated over-the-counter trading market in the United States (or will be so traded or quoted immediately following the merger or consolidation) and, as a result of such Fundamental Change, such shares of such common stock become Reference Property. (c) At least 20 Business Days prior to the anticipated effective date of a Fundamental Change (or if the Company does not have actual notice of a Fundamental Change 20 Business Days prior to the effective date, as soon as the Company has actual notice of such Fundamental Change), the Company will provide to all Holders of the Notes, the Trustee, the Paying Agent, the Registrar and the Conversion Agent a written notice (the “Fundamental Change Notice”) stating: (i) if applicable, whether the Company will adjust the Conversion Rate pursuant to Section 6.05(f) hereof; (ii) the anticipated effective date of the Fundamental Change; and (iii) whether the Company expects that Holders will have the right to require the Company to repurchase their Notes as described in this Article 11.