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

Purchase of Securities upon a Change of Control. If a Change of Control shall occur at any time, then each holder of Securities shall have the right to require that the Company purchase such holder's Securities, in whole or in part in integral multiples of $1,000 principal amount at maturity, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the Accreted Value of the Securities plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date"), pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in this Indenture. Within 30 days following any Change of Control, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Securities by first-class mail, postage prepaid, at the address of such holder appearing in the Security Register, stating, among other things, (a) the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; (b) that any Security not tendered will continue to accrue interest or accrete original issue discount, as applicable; (c) that, unless the Company defaults in the payment of the purchase price, any Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and (d) certain other procedures that a holder of Securities must follow to accept a Change of Control Offer or to withdraw such acceptance. The Company will 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 Change of Control Offer. The Company will not enter into any agreement that would prohibit the Company from making a Change of Control Offer to purchase the Securities or, if such Change of Control Offer is made, to pay for the Securities tendered for purchase.

Purchase of Securities upon a Change of Control. If a Change of Control shall occur at any timeoccurs, then each holder of Securities Holder shall have the right to require that the Company purchase such holder's Securities, all or any part (in whole or in part in principal amount denominations of $2,000 and integral multiples of $1,000 principal amount at maturityin excess thereof) of such Holder’s Securities pursuant to the offer described below in this Section 10.15 (the “Change of Control Offer”) and in accordance with the other procedures set forth in subsections (b), (c), (d) and (e) of this Section 10.15. In the Change of Control Offer, the Company shall offer to purchase all of the Securities at a purchase price (the "“Change of Control Purchase Price"”) in cash in an amount equal to 101% of the Accreted Value principal amount of the Securities such Securities, plus accrued and unpaid interest, if any, to the date of purchase (the "“Change of Control Purchase Date"), pursuant ”) (subject to the offer described below (the "Change rights of Control Offer") and the other procedures set forth in this Indentureholders of record on relevant record dates to receive interest due on an interest payment date that is on or prior to such date of purchase). Within 30 days following of any Change of ControlControl or, at the Company’s option, prior to such Change of Control but after it is publicly announced, the Company shall notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each holder of Securities by first-class mail, postage prepaid, Holder at the his address of such holder appearing in the Security Register, stating. The Change of Control Purchase Notice shall state, among other things, (a) the purchase price and the purchase date, which shall be : that a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; (b) that any Security not tendered will continue to accrue interest or accrete original issue discount, as applicable; (c) that, unless the Company defaults in the payment of the purchase price, any Securities accepted for payment pursuant to the Change of Control Offer shall cease has occurred or will occur, the date of such event, and that such Holder has the right to accrue interest after require the Company to repurchase such Holder’s Securities at the Change of Control Purchase DatePrice; the circumstances and (d) certain other procedures that a holder of Securities must follow to accept a Change of Control Offer or to withdraw such acceptance. The Company will 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 Change of Control Offer. The Company will not enter into any agreement that would prohibit the Company from making a Change of Control Offer to purchase the Securities or, if relevant facts regarding such Change of Control Offer is made(including but not limited to information with respect to pro forma historical income, cash flow and capitalization after giving effect to pay for the Securities tendered for purchase.such Change of Control);

Purchase of Securities upon a Change of Control. If Except for any Change of Control in connection with the Reorganization, if a Change of Control shall occur occurs at any time, then each holder of Securities Holder shall have the right to require that the Company purchase such holderHolder's Securities, in whole or in part in integral multiples of $1,000 principal amount at maturitypart, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the Accreted Value principal amount of the Securities such Securities, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date")purchase, pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in this Indenture. Within 30 days following any the date on which a Change of ControlControl occurs, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Securities by first-class mail, postage prepaid, at the its address of such holder appearing in the Security Register, stating, among other things, (ai) the purchase price and the purchase date, which shall will be a Business Day no earlier than 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; (bii) that any Security not tendered will continue to accrue interest or accrete original issue discount, as applicableinterest; (ciii) that, unless the Company defaults in the payment of the purchase price, any Securities accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Purchase Datepurchase date; and (div) certain other procedures that a holder of Holders electing to have any Securities must follow purchased pursuant to accept a Change of Control Offer or shall be required to surrender the Securities, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Securities completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the purchase date (the "Change of Control Payment Date"); (v) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such acceptanceHolder is withdrawing his election to have such Securities purchased; (vi) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to US$1,000 in principal amount or an integral multiple thereof; (vii) the instructions that the Holders of Securities must follow in order to tender their Securities; and (viii) the circumstances and relevant facts regarding such Change of Control. The Company will shall comply with the any applicable tender offer rules, rules including Rule l4e-l 14e-1 under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. The Company will not enter into any agreement that would prohibit the Company from making a Change of Control Offer to purchase the Securities or, if such Change of Control Offer is made, to pay for the Securities tendered for purchase.

Purchase of Securities upon a Change of Control. If a Change of Control shall occur occurs at any time, then each holder of Securities Holder shall have the right to require that the Company purchase such holderHolder's Securities, in whole or in part in integral multiples of $1,000 principal amount at maturity1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the Accreted Value principal amount of the Securities such Securities, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date")purchase, pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in this Indenture. Within 30 days following any Change of Control, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Securities Holder by first-class mail, postage prepaid, at the its address of such holder appearing in the Security Registersecurity register, stating, among other things, (ai) the purchase price and the purchase date, which shall be a Business Day no earlier than 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; (bii) that any Security not tendered will shall continue to accrue interest or accrete original issue discount, as applicableinterest; (ciii) that, unless the Company defaults in the payment of the purchase price, any Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the purchase date (the "Change of Control Purchase Date"); (iv) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer shall be required to surrender the Securities, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Securities completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date; (v) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Securities purchased; (dvi) certain other procedures that a holder Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; (vii) the instructions that the Holders of Securities must 86 75 follow in order to accept a tender their Securities; and (viii) the circumstances and relevant facts regarding such Change of Control Offer or to withdraw such acceptanceControl. The Company will shall comply with the applicable tender offer rules, rules including Rule l4e-l 14e-1 under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. The Company will not enter into any agreement that would prohibit the Company from making a Change of Control Offer to purchase the Securities or, if such Change of Control Offer is made, to pay for the Securities tendered for purchase.

Purchase of Securities upon a Change of Control. If Except for any Change of Control in connection with the Reorganization, if a Change of Control shall occur occurs at any time, then each holder of Securities Holder shall have the right to require that the Company purchase such holder's Holder’s Securities, in whole or in part in integral multiples of $1,000 principal amount at maturitypart, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the Accreted Value principal amount of the Securities such Securities, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date")purchase, pursuant to the offer described below (the "“Change of Control Offer"”) and the other procedures set forth in this Indenture. Within 30 days following any the date on which a Change of ControlControl occurs, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Securities by first-class mail, postage prepaid, at the its address of such holder appearing in the Security Register, stating, among other things, (ai) the purchase price and the purchase date, which shall will be a Business Day no earlier than 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; (bii) that any Security not tendered will continue to accrue interest or accrete original issue discount, as applicableinterest; (ciii) that, unless the Company defaults in the payment of the purchase price, any Securities accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Purchase Datepurchase date; and (div) certain other procedures that a holder of Holders electing to have any Securities must follow purchased pursuant to accept a Change of Control Offer or shall be required to surrender the Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the purchase date (the “Change of Control Payment Date”); (v) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such acceptanceHolder is withdrawing his election to have such Securities purchased; (vi) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to US$1,000 in principal amount or an integral multiple thereof; (vii) the instructions that the Holders of Securities must follow in order to tender their Securities; and (viii) the circumstances and relevant facts regarding such Change of Control. The Company will shall comply with the any applicable tender offer rules, rules including Rule l4e-l 14e-1 under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. The Company will not enter into any agreement that would prohibit the Company from making a Change of Control Offer to purchase the Securities or, if such Change of Control Offer is made, to pay for the Securities tendered for purchase.

Purchase of Securities upon a Change of Control. If a Change of Control shall occur occurs at any time, then each holder of Securities Holder shall have the right to require that the Company purchase such holderHolder's Securities, in whole or in part in integral multiples of $1,000 principal amount at maturitypart, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the Accreted Value principal amount of the Securities such Securities, if any, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date")purchase, pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in this Indenture. Within 30 days following any Change of Control, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Securities by first-class mail, postage prepaid, at the its address of such holder appearing in the Security Register, stating, among other things, (ai) the purchase price and the purchase date, which shall will be a Business Day no earlier than 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 ActAct (the "Change of Control Payment Date"); (bii) that any Security or Additional Security not tendered will continue to accrue interest or accrete original issue discount, as applicableinterest; (ciii) that, unless the Company defaults in the payment of the purchase price, any Securities or Additional Securities accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Purchase Payment Date; (iv) that Holders electing to have any Securities and (d) certain other procedures that a holder of Additional Securities must follow purchased pursuant to accept a Change of Control Offer or shall be required to withdraw such acceptance. The Company will comply surrender the Securities, with the applicable tender offer rulesform entitled "Option of Holder to Elect Purchase" on the reverse of the Securities completed, including Rule l4e-l under to the Exchange Act, and any other applicable securities laws and regulations Paying Agent at the address specified in connection with a the notice prior to the close of business on the third Business Day preceding the Change of Control Offer. The Company will Payment Date; (v) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not enter into any agreement that would prohibit later than the Company from making a close of business on the second Business Day preceding the Change of Control Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such Holder is withdrawing his election to purchase have such Securities purchased; (vi) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities orsurrendered, if such Change which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (vii) the instructions that the Holders of Control Offer is made, Securities must follow in order to pay for the Securities tendered for purchasetender their Securities.

Purchase of Securities upon a Change of Control. If a Change of Control shall occur at any time, then each holder of Securities shall have the right to require that the Company Issuers purchase such holder's ’s Securities, in whole or in part in integral multiples of $1,000 principal amount at maturity, at a purchase price (the "“Change of Control Purchase Price"”) in cash in an amount equal to 101100% of the Accreted Value principal amount at maturity of the Securities plus accrued and unpaid interest, if any, to the date of purchase (the "“Change of Control Purchase Date"”), pursuant to the offer described below (the "“Change of Control Offer"”) and the other procedures set forth in this Indenture. Within 30 days following any Change of Control, the Company Issuers shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Securities by first-class mail, postage prepaid, at the address of such holder appearing in the Security Register, stating, among other things, (a) the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; (b) that any Security not tendered will continue to accrue interest or accrete original issue discount, as applicable; (c) that, unless the Company defaults Issuers default in the payment of the purchase price, any Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and (d) certain other procedures that a holder of Securities must follow to accept a Change of Control Offer or to withdraw such acceptance. The Company Issuers will comply with the applicable tender offer rules, including Rule l4e14e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. The Company Issuers will not enter into any agreement that would prohibit the Company Issuers from making a Change of Control Offer to purchase the Securities or, if such Change of Control Offer is made, to pay for the Securities tendered for purchase.

Purchase of Securities upon a Change of Control. If a Change of Control shall occur occurs at any time, then each holder of Securities Holder shall have the right to require that the Company purchase such holderHolder's Securities, in whole or in part in integral multiples of $1,000 principal amount at maturitypart, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the Accreted Value principal amount of the Securities such Securities, if any, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date")purchase, pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in this Indenture. Within 30 days following any Change of Control, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Securities by first-class mail, postage prepaid, at the its address of such holder appearing in the Security Register, stating, among other things, (ai) the purchase price and the purchase date, which shall will be a Business Day no earlier than 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 ActAct (the "Change of Control Payment Date"); (bii) that any Security or Additional Security not tendered will continue to accrue interest or accrete original issue discount, as applicableinterest; (ciii) that, unless the Company defaults in the payment of the purchase price, any Securities or Additional Securities accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Purchase Payment Date; (iv) that Holders electing to have any Securities and (d) certain other procedures that a holder of Additional Securities must follow purchased pursuant to accept a Change of Control Offer or shall be required to surrender the Securities, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Securities completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (v) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such acceptanceHolder is withdrawing his election to have such Securities purchased; (vi) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (vii) the instructions that the Holders of Securities must follow in order to tender their Securities. The Company will shall comply with the any applicable tender offer rules, rules including Rule l4e-l 14e- 1 under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. The Company will not enter into any agreement that would prohibit the Company from making a Change of Control Offer to purchase the Securities or, if such Change of Control Offer is made, to pay for the Securities tendered for purchase.

Purchase of Securities upon a Change of Control. If a Change of Control shall occur occurs at any time, then each holder of Securities Holder shall have the right to require that the Company purchase such holderHolder's Securities and Additional Securities, if any, in whole or in part in integral multiples of $1,000 principal amount at maturitypart, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the Accreted Value principal amount of the such Securities and Additional Securities, if any, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date")purchase, pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in this Indenture. Within 30 days following any Change of Control, the Company shall notify in writing the Trustee thereof and give written notice of such Change of Control to each holder of Securities and Additional Securities by first-class mail, postage prepaid, at the its address of such holder appearing in the Security Register, stating, among other things, (ai) the purchase price and the purchase date, which shall will be a Business Day no earlier than 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 ActAct (the "Change of Control Payment Date"); (bii) that any Security not tendered will continue to accrue interest or accrete original issue discount, as applicableinterest; (ciii) that, unless the Company defaults in the payment of the purchase price, any Securities or Additional Securities accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Purchase Datepurchase date; and (div) certain other procedures that a holder of Holders electing to have any Securities must follow purchased pursuant to accept a Change of Control Offer or shall be required to withdraw such acceptance. The Company will comply surrender the Securities, with the applicable tender offer rulesform entitled "Option of Holder to Elect Purchase" on the reverse of the Securities completed, including Rule l4e-l under to the Exchange Act, and any other applicable securities laws and regulations Paying Agent at the address specified in connection with a the notice prior to the close of business on the third Business Day preceding the Change of Control Offer. The Company will Payment Date; (v) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not enter into any agreement that would prohibit later than the Company from making a close of business on the second Business Day preceding the Change of Control Offer to purchase Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities or, if such Change of Control Offer is made, to pay for the Securities tendered delivered for purchase., and a statement that such Holder is withdrawing his election to have such Securities purchased; (vi) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount

Purchase of Securities upon a Change of Control. If a Change of Control shall occur occurs at any time, then each holder of Securities shall Holder will have the right to require that the Company purchase such holderHolder's Securities and Additional Securities, if any, in whole or in part in integral multiples of $1,000 principal amount at maturity1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the Accreted Value principal amount of the such Securities and Additional Securities, if any, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date")purchase, pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in this Indenture. Within 30 days following any Change of Control, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Securities and Additional Securities by first-class mail, postage prepaid, at the its address of such holder appearing in the Security Register, stating, among other things, (ai) the purchase price and the purchase date, which shall will be a Business Day no earlier than 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; (bii) that any Security or Additional Security not tendered will continue to accrue interest or accrete original issue discount, as applicableinterest; (ciii) that, unless the Company defaults in the payment of the purchase price, any Securities or Additional Securities accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Purchase Datepurchase date; and (div) certain other procedures that a holder of Holders electing to have any Securities must follow purchased pursuant to accept a Change of Control Offer or shall be required to surrender the Securities, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Securities completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the purchase date (the "Change of Control Payment Date"); (v) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such acceptanceHolder is withdrawing his election to have such Securities purchased; (vi) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; (vii) the instructions that the Holders of Securities must follow in order to tender their Securities; and (viii) the circumstances and relevant facts regarding such Change of Control. The Company will shall comply with the applicable tender offer rules, rules including Rule l4e-l 14e-1 under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. The Company will not enter into any agreement that would prohibit the Company from making a Change of Control Offer to purchase the Securities or, if such Change of Control Offer is made, to pay for the Securities tendered for purchase.

Purchase of Securities upon a Change of Control. If a Change of Control shall occur occurs at any time, then each holder Holder of Securities shall will have the right to require that the Company purchase such holderHolder's Securities, in whole or in part in integral multiples of $1,000 principal amount at maturity1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the Accreted Value principal amount of the Securities such Securities, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date")purchase, pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in this Indenture. Within 30 days following any Change of Control, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Securities by first-class mail, postage prepaid, at the its address of such holder appearing in the Security Registersecurity register, stating, among other things, (ai) the purchase price and the purchase date, which shall will be a Business Day no earlier than 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; (bii) that any Security not tendered will continue to accrue interest or accrete original issue discount, as applicableinterest; (ciii) that, unless the Company defaults in the payment of the purchase price, any Securities accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Purchase Datepurchase date; and (div) certain other procedures that a holder of Holders electing to have any Securities must follow purchased pursuant to accept a Change of Control Offer or shall be required to surrender the Securities, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Securities completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the purchase date (the "Change of Control Payment Date"); (v) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such acceptanceHolder is withdrawing his election to have such Securities purchased; (vi) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; (vii) the instructions that the Holders of Securities must follow in order to tender their Securities; and (viii) the circumstances and relevant facts regarding such Change of Control. The Company will shall comply with the applicable tender offer rules, rules including Rule l4e-l Rule-14e under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. The Company will shall not, and shall not enter into permit any agreement Restricted Subsidiary to, create any restriction (other than restrictions existing under Indebtedness as in effect on the Closing Date or in refinancings of such Indebtedness) that would prohibit materially impair the ability of the Company from making to make a Change of Control Offer to purchase the Securities or, if such Change of Control Offer is made, to pay for the Securities tendered for purchase.