Common use of Purchase of Notes upon a Change of Control Clause in Contracts

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any time, then the Parent Guarantor or the Company shall repurchase the Notes at a purchase price in cash in an amount equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”). (b) No later than 10 business days prior to any Change of Control, the Company or the Parent Guarantor shall send notice of the Change of Control by first-class mail to each Holder to the address of such Holder appearing in the Security Register, which notice shall state: (i) that a Change of Control is expected to occur; and (ii) the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 business days nor later than 60 days from the date such notice is mailed. (c) On the Change of Control Purchase Date, the Parent Guarantor or the Company shall deposit with the Agent an amount in euros in immediately available funds equal to the outstanding aggregate principal amount of all Notes plus accrued and unpaid interest. (d) The Company and the Parent Guarantor shall comply with the applicable securities laws and regulations in connection with a purchase of Notes upon a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Facility Agreement, the Company and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Facility Agreement by virtue of such conflict.

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any time, then each holder of Notes shall have the Parent Guarantor or right to require that the Company shall repurchase the Notes purchase such holder's Notes, in whole or in part in integral multiples of $1,000, at a purchase price in cash in an amount equal to 100101% of the outstanding principal amount thereof of such Notes, plus accrued and unpaid interest, if any, to the date of purchase purchase, pursuant to the offer described below (the “"Change of Control Purchase Date”). (bOffer") No later than 10 business and the other procedures set forth in the Indenture. Within 30 days prior to following any Change of Control, the Company or shall notify the Parent Guarantor shall send Trustee thereof and give written notice of the such Change of Control to each holder of Notes by first-class mail to each Holder to the mail, postage prepaid, at its address of such Holder appearing in the Security Register, which notice shall state: stating, among other things, (i) that a Change of Control is expected to occur; and (ii) the Change of Control Purchase Datepurchase price and the purchase date, which shall be a Business Day no earlier than 10 business 30 days nor later than 60 days from the date such notice is mailed. mailed or such later date as is necessary to comply with requirements under the Exchange Act; (cii) On that any Note not tendered shall continue to accrue interest; (iii) that, unless the Company defaults in the payment of the purchase price, any Notes accepted for payment pursuant to the Change of Control Purchase Date, Offer shall cease to accrue interest after the Parent Guarantor Change of Control purchase date; and (iv) certain other procedures that a holder of Notes must follow to accept a Change of Control Offer or the Company shall deposit with the Agent an amount in euros in immediately available funds equal to the outstanding aggregate principal amount of all Notes plus accrued and unpaid interest. (d) withdraw such acceptance. The Company and the Parent Guarantor shall comply with the applicable tender offer rules including Rule l4e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a purchase Change of Notes upon Control Offer. The Company shall not, and shall not permit any Restricted Subsidiary to, create any restriction (other than restrictions existing under Debt as in effect on the Closing Date or in refinancings of such Debt) that would materially impair the ability of the Company to make a Change of Control. To Control Offer to purchase the extent that Notes or, if such Change of Control Offer is made, to pay for the provisions of any securities laws or regulations conflict with provisions of this Facility Agreement, the Company and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Facility Agreement by virtue of such conflictNotes tendered for purchase.

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs at any time, then each holder of Notes shall have the Parent Guarantor or right to require that the Company shall repurchase the Notes purchase such holder's Notes, in whole or in part in integral multiples of $1,000, at a purchase price in cash in an amount equal to 100101% of the outstanding principal amount thereof of such Notes, plus accrued and unpaid interest, if any, to the date of purchase purchase, pursuant to the offer described below (the “"Change of Control Purchase Date”). (bOffer") No later than 10 business and the other procedures set forth in this Indenture. Within 30 days prior to following any Change of Control, the Company or shall notify the Parent Guarantor shall send Trustee thereof and give written notice of the such Change of Control to each holder of Notes by first-class mail to each Holder to the mail, postage prepaid, at its address of such Holder appearing in the Security Register, which notice shall state: stating, among other things, (i) that a Change of Control is expected to occur; and (ii) the Change of Control Purchase Datepurchase price and the purchase date, which shall be a Business Day no earlier than 10 business 30 days nor later than 60 days from the date such notice is mailed. mailed or such later date as is necessary to comply with requirements under the Exchange Act; (cii) On that any Note not tendered shall continue to accrue interest; (iii) that, unless the Company defaults in the payment of the purchase price, any Notes accepted for payment pursuant to the Change of Control Purchase Date, Offer shall cease to accrue interest after the Parent Guarantor Change of Control purchase date; and (iv) certain other procedures that a holder of Notes must follow to accept a Change of Control Offer or the Company shall deposit with the Agent an amount in euros in immediately available funds equal to the outstanding aggregate principal amount of all Notes plus accrued and unpaid interest. (d) withdraw such acceptance. The Company and the Parent Guarantor shall comply with the applicable tender offer rules including Rule l4e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a purchase Change of Notes upon Control Offer. The Company shall not, and shall not permit any Restricted Subsidiary to, create any restriction (other than restrictions existing under Debt as in effect on the Closing Date or in refinancings of such Debt) that would materially impair the ability of the Company to make a Change of Control. To Control Offer to purchase the extent that Notes or, if such Change of Control Offer is made, to pay for the provisions of any securities laws or regulations conflict with provisions of this Facility Agreement, the Company and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Facility Agreement by virtue of such conflictNotes tendered for purchase.