Common use of Purchase of Securities at Option of the Holder upon a Fundamental Change Clause in Contracts

Purchase of Securities at Option of the Holder upon a Fundamental Change. In the event that a Fundamental Change shall occur, then each Holder shall have the 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 Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided, however, that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to $1,000 or an integral multiple of $1,000 in excess thereof), on the date (the "Fundamental Change Repurchase Date") that is (i) in the event of a Fundamental Change arising from a Change of Control, on the first Business Day after expiration of the Fundamental Change Conversion Period and (ii) otherwise on the 35th Business Day after a Termination of Trading, at a repurchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest (and Liquidated Damages, if any) accrued but unpaid to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"). Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article X, unless a Fundamental Change shall have occurred prior to such discharge. The Fundamental Change Repurchase Price shall be paid in cash; provided, that the Company shall have the option to pay the Fundamental Change Repurchase Price, subject to the fulfillment by the Company of the conditions set forth in Section 3.3 and subject to the Share Limitation, by delivery of shares of Common Stock or a combination of cash and Common Stock. Each Holder whose Securities are repurchased pursuant to this Section 3.2 shall receive the same percentage(s) of cash and/or shares of Common Stock in payment of the Fundamental Change Repurchase Price for such Securities, except with regard to the payment of cash in lieu of fractional shares of Common Stock. The number of shares of Common Stock to be delivered shall equal such number of shares of Common Stock as have a fair market value (as determined under Section 3.3 hereof) equal to the percentage of the Fundamental Change Repurchase Price to be paid in shares of Common Stock as set forth in the applicable Company Notice. At any time prior to the delivery of the applicable Company Notice, the Company may unilaterally irrevocably waive its right under this Section 3.2 to pay all or any portion of the Fundamental Change Repurchase Price in shares of Common Stock by providing written notice of such waiver to the Trustee and the Holders.

Purchase of Securities at Option of the Holder upon a Fundamental Change. In the event that a Fundamental Change shall occur, then each Holder shall have the 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 Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided, however, that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to $1,000 or an integral multiple multiples of $1,000 in excess thereof), on the date (the "Fundamental Change Repurchase Date") that is (i) in the event of a Fundamental Change arising from a Change of Control, on the first Business Day after expiration of the Fundamental Change Conversion Period and (ii) otherwise on the 35th Business Day after a Termination of Trading, at a repurchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest (and including Liquidated Damages, if any) accrued but unpaid to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"). Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article XXII, unless a Fundamental Change shall have occurred prior to such discharge. The Fundamental Change Repurchase Price shall be paid in cash; provided, that the Company shall have the option to pay the Fundamental Change Repurchase Price, subject to the fulfillment by the Company of the conditions set forth in Section 3.3 and subject to the Share Limitation3.3, by delivery of shares of Common Stock or a combination of cash and Common Stock. Each Holder whose Securities are repurchased pursuant to this Section 3.2 shall receive the same percentage(s) percentage of cash and/or or shares of Common Stock in payment of the Fundamental Change Repurchase Price for such Securities, except with regard to the payment of cash in lieu of fractional shares of Common Stock. The number of shares of Common Stock to be delivered shall equal such number of shares of Common Stock as have having a fair market value (as determined under Section 3.3 hereof) equal to the percentage of the Fundamental Change Repurchase Price to be paid in shares of Common Stock as set forth in the applicable Company Notice). At any time prior to the delivery of the applicable Company Notice, the Company may unilaterally irrevocably waive its right under this Section 3.2 to pay all or any portion of the Fundamental Change Repurchase Price in shares of Common Stock by providing written notice of such waiver to the Trustee and the Holders.

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event that a Fundamental Change (other than one resulting from a Company Convertible Offering) shall occuroccur at any time when any Securities remain outstanding, then each Holder shall have the right, at the such Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, purchase all of such Holder's Holders' Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided, however, that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to $1,000 or an integral multiple of $1,000 in excess thereof), thereof on a date specified by the date Company (the "“Fundamental Change Repurchase Purchase Date"”) that is (i) in not less than 15 nor more than 30 Business Days after the event of a Fundamental Change arising from a Change of Control, on date the first Business Day after expiration of Company mails the Fundamental Change Conversion Period and (ii) otherwise on the 35th Business Day after a Termination of TradingCompany Notice pursuant to Section 3.01(b), at a repurchase purchase price in Cash equal to 100% of the principal amount of the Securities to be repurchased tendered for purchase, plus accrued and unpaid interest (and Liquidated Damages, if anyincluding any Additional Interest) accrued but unpaid to, but excludingnot including, the Fundamental Change Repurchase Purchase Date (the "“Fundamental Change Repurchase Purchase Price"”). Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article X, unless a Fundamental Change shall have occurred prior to such discharge. The Fundamental Change Repurchase Price shall be paid in cash; provided, that the Company shall have the option to pay the Fundamental Change Repurchase Price, subject to the fulfillment satisfaction by the Company or on behalf of any Holder of the conditions requirements set forth in Section 3.3 3.01(c). In the event a Fundamental Change resulting from a Company Convertible Offering shall occur at any time when any Securities remain outstanding, each Holder shall have the right, at such Holder's option, to require the Company to purchase that amount of the principal amount of such Holder's Securities that is equal to, but not in excess of, the Holder Convertible Offering Participation Amount of such Holder. Each such Holder may require such purchase on a date (the “Convertible Offering Fundamental Change Purchase Date”) that is not less than five nor more than ten Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(a)(ii), at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest) to, but not including, the closing date of the Company Convertible Offering (the “Convertible Offering Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of any Holder of the Share Limitationrequirements set forth in Section 3.01(b) and the Company's determination that no violation would occur as contemplated by Section 3.01(c) and the terms and conditions of Section 3.01(d) are otherwise satisfied. With respect to a Fundamental Change (other than one resulting from a Company Convertible Offering), no Securities may be purchased at the option of the Holders upon such Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by delivery of shares of Common Stock or a combination of cash and Common Stock. Each Holder whose Securities are repurchased pursuant to this Section 3.2 shall receive the same percentage(s) of cash and/or shares of Common Stock in payment of the Fundamental Change Repurchase Purchase Price for such Securities, except with regard to the payment of cash in lieu of fractional shares of Common Stock. The number of shares of Common Stock to be delivered shall equal such number of shares of Common Stock as have a fair market value (as determined under Section 3.3 hereof) equal to the percentage of the Securities. A “Fundamental Change Repurchase Price Change” shall be deemed to be paid in shares have occurred upon the occurrence of Common Stock as set forth in the applicable Company Notice. At any time prior to the delivery of the applicable Company Notice, the Company may unilaterally irrevocably waive its right under this Section 3.2 to pay all or any portion of the Fundamental Change Repurchase Price in shares of Common Stock by providing written notice of such waiver to the Trustee and the Holders.following:

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event that a Fundamental Change shall occuroccur at any time when any Securities remain outstanding, then each Holder shall have the right, at the such Holder's ’s option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, purchase all of such Holder's Holders’ Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided, however, that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to $1,000 or an integral multiple of $1,000 in excess thereof), thereof on a date specified by the date Company (the "“Fundamental Change Repurchase Date"”) that is (i) in not less than 20 nor more than 30 Business Days after the event of a Fundamental Change arising from a Change of Control, on date the first Business Day after expiration of Company mails the Fundamental Change Conversion Period and (iiCompany Notice pursuant to Section 3.01(b) otherwise on the 35th Business Day after a Termination of Tradingbelow, at a repurchase purchase price in Cash equal to 100% of the principal amount of the Securities to be repurchased tendered for purchase, plus accrued and unpaid interest (and Liquidated Damages, if anyincluding any Additional Interest) accrued but unpaid (the “Fundamental Change Repurchase Price”) to, but excludingnot including, the Fundamental Change Repurchase Date, subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d) below. If the Fundamental Change Repurchase Date is after a Record Date and on or prior to the related Interest Payment Date, the interest payable on such Interest Payment Date will be paid to the Holder of record of the Securities on the relevant Record Date (which may or may not be the "same Person to whom the Company shall pay the Fundamental Change Repurchase Price"). Such right to require ) and the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article X, unless a Fundamental Change shall have occurred prior to such discharge. The Fundamental Change Repurchase Price shall be paid in cash; provided, that equal to 100% of the Company shall have principal amount of the Securities tendered for purchase. No Securities may be purchased at the option to pay of the Holders upon a Fundamental Change Repurchase Price, subject to the fulfillment if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the Company of the conditions set forth in Section 3.3 and subject to the Share Limitation, by delivery of shares of Common Stock or a combination of cash and Common Stock. Each Holder whose Securities are repurchased pursuant to this Section 3.2 shall receive the same percentage(s) of cash and/or shares of Common Stock in payment of the Fundamental Change Repurchase Price for such Securities, except with regard to the payment of cash in lieu of fractional shares of Common Stock. The number of shares of Common Stock to be delivered shall equal such number of shares of Common Stock as have a fair market value (as determined under Section 3.3 hereof) equal to the percentage of the Securities. A “Fundamental Change Repurchase Price Change” shall be deemed to be paid in shares have occurred upon the occurrence of Common Stock as set forth in the applicable Company Notice. At any time prior to the delivery of the applicable Company Notice, the Company may unilaterally irrevocably waive its right under this Section 3.2 to pay all or any portion of the Fundamental Change Repurchase Price in shares of Common Stock by providing written notice of such waiver to the Trustee and the Holders.following:

Purchase of Securities at Option of the Holder upon a Fundamental Change. Article 12 of the Base Indenture shall not apply to the Securities. (a) In the event that a Fundamental Change shall occuroccur at any time when any Securities remain outstanding, then each Holder shall have the right, at the such Holder's ’s option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, purchase all of such Holder's Holders’ Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided, however, that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to $1,000 or an integral multiple of $1,000 in excess thereof), thereof on a date specified by the date Company (the "“Fundamental Change Repurchase Date"”) that is (i) in not less than 20 nor more than 30 Business Days after the event of a Fundamental Change arising from a Change of Control, on date the first Business Day after expiration of Company mails the Fundamental Change Conversion Period and (iiCompany Notice pursuant to Section 3.01(b) otherwise on the 35th Business Day after a Termination of Tradingbelow, at a repurchase purchase price in Cash equal to 100% of the principal amount of the Securities to be repurchased tendered for purchase, plus accrued and unpaid interest (and Liquidated Damages, if anyincluding any Additional Interest) accrued but unpaid (the “Fundamental Change Repurchase Price”) to, but excludingnot including, the Fundamental Change Repurchase Date, subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d) below. If the Fundamental Change Repurchase Date is after a Record Date and on or prior to the related Interest Payment Date, the interest payable on such Interest Payment Date will be paid to the Holder of record of the Securities on the relevant Record Date (which may or may not be the "same Person to whom the Company shall pay the Fundamental Change Repurchase Price"). Such right to require ) and the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article X, unless a Fundamental Change shall have occurred prior to such discharge. The Fundamental Change Repurchase Price shall be paid in cash; provided, that equal to 100% of the Company shall have principal amount of the Securities tendered for purchase. No Securities may be purchased at the option to pay of the Holders upon a Fundamental Change Repurchase Price, subject to the fulfillment if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the Company of the conditions set forth in Section 3.3 and subject to the Share Limitation, by delivery of shares of Common Stock or a combination of cash and Common Stock. Each Holder whose Securities are repurchased pursuant to this Section 3.2 shall receive the same percentage(s) of cash and/or shares of Common Stock in payment of the Fundamental Change Repurchase Price for such Securities, except with regard to the payment of cash in lieu of fractional shares of Common Stock. The number of shares of Common Stock to be delivered shall equal such number of shares of Common Stock as have a fair market value (as determined under Section 3.3 hereof) equal to the percentage of the Securities. A “Fundamental Change Repurchase Price Change” shall be deemed to be paid in shares have occurred upon the occurrence of Common Stock as set forth in the applicable Company Notice. At any time prior to the delivery of the applicable Company Notice, the Company may unilaterally irrevocably waive its right under this Section 3.2 to pay all or any portion of the Fundamental Change Repurchase Price in shares of Common Stock by providing written notice of such waiver to the Trustee and the Holders.following: