Common use of Redemption Upon Change of Control Clause in Contracts

Redemption Upon Change of Control. No sooner than 15 days nor later than 10 days prior to the consummation of a Change of Control, the Maker shall deliver written notice of such Change of Control to the Payee (a “Change of Control Notice”). At any time during the period beginning after the Payee’s receipt of a Change of Control Notice and ending on the day immediately preceding the consummation of such Change of Control, the Payee may require the Maker to redeem all or any portion of this Note by delivering written notice thereof (a “Change of Control Redemption Notice”) to the Maker, which Change of Control Redemption Notice shall indicate the portion of the outstanding principal amount of this Note that the Payee is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 4 shall be redeemed by the Maker at a price equal to 110% of the principal amount being redeemed, plus accrued but unpaid interest on such principal amount (the “Change of Control Redemption Price”). Redemptions required by this Section 4 shall be made on the date of the consummation of the Change of Control and shall have priority to payments to shareholders of the Maker in connection with such Change of Control. Notwithstanding anything to the contrary in this Section 4, until the Change of Control Redemption Price is paid in full, the principal amount submitted for redemption under this Section 4 (together with any accrued but unpaid interest thereon) may be converted, in whole or in part, by the Payee into Common Stock pursuant to Section 3. If the cash funds of Maker then legally available for payment of the Change of Control Redemption Price are insufficient to pay in full the Change of Control Redemption Price, those funds which are legally available will be used to redeem the maximum portion of this Note subject to redemption, with the remaining portion of the Note remaining outstanding and entitled to the rights and benefits provided for herein.

Redemption Upon Change of Control. No sooner than 15 days nor later than 10 days prior to the consummation of a Change of Control, the Maker shall deliver written notice of such Change of Control to the Payee (a “Change of Control Notice”). At any time during the period beginning after the Payee’s receipt of a Change of Control Notice and ending on the day immediately preceding date of the consummation of such Change of Control, the Payee may require the Maker to redeem all or any portion of this Note by delivering written notice thereof (a “Change of Control Redemption Notice”) to the Maker, which Change of Control Redemption Notice shall indicate the portion of the outstanding principal amount of this Note that the Payee is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 4 shall be redeemed by the Maker at a price equal to 110% of the principal amount being redeemed, plus accrued but unpaid interest on such principal amount (the “Change of Control Redemption Price”). Redemptions required by this Section 4 shall be made on the date of the consummation of the Change of Control and shall have priority to payments to shareholders of the Maker in connection with such Change of Control. Notwithstanding anything to the contrary in this Section 4, until the Change of Control Redemption Price is paid in full, the principal amount submitted for redemption under this Section 4 (together with any accrued but unpaid interest thereon) may be converted, in whole or in part, by the Payee into Common Stock pursuant to Section 3. If the cash funds of Maker then legally available for payment of the Change of Control Redemption Price are insufficient to pay in full the Change of Control Redemption Price, those funds which are legally available will be used to redeem the maximum portion of this Note subject to redemption, with the remaining portion of the Note remaining outstanding and entitled to the rights and benefits provided for herein.

Redemption Upon Change of Control. No sooner than 15 days nor later than 10 days prior to the consummation of a Change of Control, the Maker shall deliver written notice of such Change of Control to the Payee (a “Change of Control Notice”). At any time during the period beginning after the Payee’s receipt of a) If a Change of Control Notice and ending on shall occur at any time, each holder of Notes shall have the day immediately preceding right, at the consummation of such Change of Controlholder's option, the Payee may to require the Maker Issuers to redeem all or any portion of this Note by delivering written notice thereof (a “Change of Control Redemption Notice”) to the Maker, which Change of Control Redemption Notice shall indicate the portion of the outstanding principal amount of this Note that the Payee is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 4 shall be redeemed by the Maker at a price equal to 110% of the principal amount being redeemed, plus accrued but unpaid interest on purchase such principal amount (the “Change of Control Redemption Price”). Redemptions required by this Section 4 shall be made on the date of the consummation of the Change of Control and shall have priority to payments to shareholders of the Maker in connection with such Change of Control. Notwithstanding anything to the contrary in this Section 4, until the Change of Control Redemption Price is paid in full, the principal amount submitted for redemption under this Section 4 (together with any accrued but unpaid interest thereon) may be convertedholder's Notes, in whole or in part, by in integral multiples of $1,000, at a redemption price in cash in an amount equal to 101% of the Payee into Common Stock pursuant principal amount of such Notes plus accrued and unpaid interest, if any, to Section 3. If the cash funds redemption date, which date shall be no fewer than 10 days nor more than 60 days from the date the Issuers notify the holders of Maker then legally available for payment the occurrence of the Change of Control Redemption Price Control. (b) The Issuers are insufficient obligated to pay in full the give notice to holders of Notes within 10 days following a Change of Control Redemption Pricespecifying, those funds which are legally available among other things, that a Change of Control has occurred and that each holder of Notes has the right to require the Issuers to purchase such holder's Notes for cash, a statement reasonably describing the circumstances regarding such Change of Control event (including, if applicable, but not limited to, information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control 28 28 event), the redemption price, the redemption date, that interest accrued to the redemption date will be used paid upon such presentation and surrender and that interest will cease to redeem accrue on Notes surrendered for purchase as of such redemption date, whether tender will be irrevocable and instructions determined by the maximum portion Issuers that a holder must follow in order to have the Notes purchased (including, but not limited to, the place at which the Notes shall be presented and surrendered for purchase) and any materials necessary to comply with applicable tender rules. In order for a holder of this Notes properly to surrender its Notes to the Issuers for purchase, the holder must give notice and present and surrender its Notes to the Issuers at the place specified in the aforementioned notice at least three days prior to the redemption date. (c) On the redemption date, the Issuers will (i) accept for payment all Notes or portions thereof tendered pursuant to the Issuers' offer to purchase (a "Change of Control Offer") and not withdrawn; and (ii) deposit at accounts designated by the holders money in immediately available funds sufficient to pay the redemption price of all the Notes or portions thereof so tendered and not withdrawn. The Issuers will promptly issue and mail to each holder of the Notes so tendered and not withdrawn a new Note subject equal in principal amount to redemption, with the remaining any unpurchased portion of the Note remaining outstanding and entitled to the rights and benefits provided for hereinNotes surrendered.

Redemption Upon Change of Control. No sooner (a) In the event that there shall occur a Change of Control of the Company, the Company shall offer to redeem (a "Change of Control Offer"), at the option of the Purchaser, all of the Note on the date specified in such notice that is no earlier than 15 fifteen (15) days nor and no later than 10 thirty (30) days prior after the date the notice pursuant to this section is mailed to the consummation Purchaser (such specified date is hereinafter referred to as the "Change of Control Payment Date"), at a redemption price equal to 100% of the principal amount of the Note, plus accrued and unpaid interest to the Change of Control Payment Date. Such notice shall be provided to the Purchaser no later than fifteen (15) days after the occurrence of a Change of Control. The Company shall also deliver with the Change of Control Offer (i) a statement that if the Note is not tendered the Note will continue to accrue interest, (ii) a statement that the Note tendered for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date, and (iii) the names of the Persons who have acquired an interest in the Company or become directors of the Company which has caused the Change of Control to occur, together with such further information concerning such Persons or circumstances as may be reasonably requested by the Purchaser. (b) To reject a Change of Control Offer, the Maker Purchaser shall deliver to the Company, on or before the tenth (10th) calendar day prior to the Change of Control Payment Date, written notice of the Purchaser's rejection of such Change of Control Offer. Such written notice from the Purchaser shall be irrevocable. A failure by the Purchaser to reject the Payee (a “Change of Control Notice”). At any time during the period beginning after the Payee’s receipt of a Change of Control Notice and ending on the day immediately preceding the consummation of such Change of Control, the Payee may require the Maker to redeem all or any portion of this Note by delivering written notice thereof (a “Change of Control Redemption Notice”) to the Maker, which Change of Control Redemption Notice shall indicate the portion of the outstanding principal amount of this Note that the Payee is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 4 Offer as provided herein shall be redeemed by the Maker at a price equal to 110% of the principal amount being redeemed, plus accrued but unpaid interest on such principal amount (the “Change of Control Redemption Price”). Redemptions required by this Section 4 shall be made on the date of the consummation deemed an acceptance of the Change of Control and shall have priority to payments to shareholders of Offer. In the Maker in connection with such Change of Control. Notwithstanding anything to the contrary in this Section 4, until the event a Change of Control Redemption Price is paid Offer shall be accepted in fullaccordance with the terms hereof, the principal amount submitted for redemption under this Section 4 (together Company shall pay to the Purchaser the price payable with any accrued but unpaid interest thereon) may be converted, in whole or in part, by respect to the Payee into Common Stock pursuant to Section 3. If Note on the cash funds of Maker then legally available for payment of the applicable Change of Control Redemption Price are insufficient Payment Date. Upon any such purchase, the Purchaser shall return the Note to pay the Company. (c) The provisions of this Section 3.7 shall apply to each and every circumstance in full the which a Change of Control Redemption Price, those funds which are legally available will be used to redeem may occur within the maximum portion meaning of this Note subject to redemption, with the remaining portion of the Note remaining outstanding and entitled to the rights and benefits provided for hereinsuch term.

Redemption Upon Change of Control. No sooner than 15 days nor later than 10 days prior to In the consummation event of a Change of Control, the Maker shall deliver written notice Obligor will, to the extent of funds legally available therefore and subject to the prior payment in full of all other obligations (including, without limitation, Senior Debt) that are then due or become due as a result of such Change of Control make an offer to redeem (the "Change Of Control Offer") all of the Notes then Outstanding at a purchase price in cash equal to the Payee then applicable Redemption Price, plus accrued and unpaid interest thereon, to the date of redemption. Within 30 days following the occurrence of any Change of Control, notice by first-class mail, postage prepaid, shall be given to each Holder to be redeemed at his or her last address as the same appears on the Securities Register. Such notice shall state: (i) that a “Change of Control Notice”has occurred and that the Holders have the right to require the Obligor to redeem all or a portion of their Notes at a purchase price in cash equal to the Redemption Price which would then be applicable if such redemption was being effected pursuant to Section 10.05 of the Indenture (the "Change of Control Redemption Price") to the date of purchase (the "Change of Control Purchase Date"). At any time during , which shall be a Business Day, specified in such notice, that is not earlier than 30 days or later than 60 days from the period beginning date such notice is mailed; (ii) that payment will be made upon presentation and surrender of the Notes; (iii) that accrued and unpaid interest thereon to the Change of Control Purchase Date will be paid; (iv) that on and after the Payee’s receipt A-4 Change of Control Purchase Date, interest will cease to accrue on such Notes so redeemed; and (v) such other information as is specified in Sections 10.01 through 10.04 of the Indenture. Any notice of a Change of Control Notice and ending on Offer which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the day immediately preceding Holder receives such notice. On or after the consummation date fixed for redemption as stated in such notice of a Change of Control Offer, each Holder electing to accept such Change of Control, Control Offer shall surrender the Payee may require the Maker to redeem all or any portion of this Note by delivering written notice thereof (a “Change of Control Redemption Notice”) Notes to the Maker, which Change of Control Redemption Notice shall indicate Obligor at the portion of the outstanding principal amount of this Note that the Payee is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 4 shall be redeemed by the Maker at a price equal to 110% of the principal amount being redeemed, plus accrued but unpaid interest on place designated in such principal amount (the “Change of Control Redemption Price”). Redemptions required by this Section 4 shall be made on the date of the consummation of the Change of Control notice and shall have priority thereupon be entitled to payments to shareholders of the Maker in connection with such Change of Control. Notwithstanding anything to the contrary in this Section 4, until the Change of Control Redemption Price is paid in full, the principal amount submitted for redemption under this Section 4 (together with any accrued but unpaid interest thereon) may be converted, in whole or in part, by the Payee into Common Stock pursuant to Section 3. If the cash funds of Maker then legally available for receive payment of the Change of Control Redemption Price are insufficient Price. If the Holder elects to pay in full have redeemed less than the Change of Control Redemption Priceentire principal amount represented by any such Notes, those funds which are legally available will a new Note shall be used to redeem issued representing the maximum portion of this Note subject to redemption, with the remaining portion of the Note remaining outstanding and entitled to the rights and benefits provided for hereinprincipal amount not so redeemed.

Redemption Upon Change of Control. No sooner than 15 days nor later than 10 days prior to the consummation of (a) Upon a Change of Control, the Maker shall deliver written notice of such Change of Control to Company must redeem the Payee (a “Change of Control Notice”). At any time during Preferred Units upon the period beginning after the Payee’s receipt of a Change of Control Notice and ending on the day immediately preceding the consummation closing date of such Change of Control, the Payee may require the Maker to redeem all or any portion of this Note by delivering written notice thereof (a “Change of Control Redemption Notice”) to the Maker, which Change of Control Redemption Notice shall indicate the portion of the outstanding principal amount of this Note that the Payee is electing to redeem. The portion of this Note subject to price for such redemption pursuant to this Section 4 shall be redeemed by the Maker at a price equal to 110% of the principal Redemption Price plus an amount being redeemed, plus accrued but unpaid interest on such principal amount as follows (the “Change of Control Redemption Price”). Redemptions required by this Section 4 shall be made on ): If after deducting from the date of the consummation realized sale price of the Change of Control after closing costs and shall have priority sale costs, the Company’s book value for each equity investor (including holders of common equity) and any payouts to payments executive employees (not including holders of common equity and their relatives) based on the Change of Control, there is a positive number, then each $100,000 initial investment in the Preferred Units will be entitled to shareholders the smaller of: (i) (x) 0.2% of such positive number multiplied by (y) the current book value of the Maker Preferred Units immediately prior to their redemption divided by what the dividends would have been immediately prior to the redemption had dividends compounded on the original amount invested in connection the Preferred Units; or (ii) 50% of the book value of the Preferred Units immediately prior to the redemption. (b) The Company shall provide the holders of the Preferred Units with notice of such a Change of Control by mail not less than 2 weeks prior to the closing of such Change of Control. Notwithstanding anything , addressed to the contrary in this Section 4, until respective holders of the Preferred Units to be redeemed at their respective addresses as they appear on the books of the Company. Each notice shall state: (i) the date of closing of the Change of Control; (ii) the Change of Control Redemption Price is paid in fullPrice; (iii) the place or places where certificates representing such Preferred Units, the principal amount submitted for redemption under this Section 4 (together with any accrued but unpaid interest thereon) may if any, are to be converted, in whole or in part, by the Payee into Common Stock pursuant to Section 3. If the cash funds of Maker then legally available surrendered for payment of the Change of Control Redemption Price are insufficient Price; and (iv) that Current Distributions on the Preferred Units to be redeemed will cease to accumulate on such date of Change of Control. (c) The Company shall pay in full the Change of Control Redemption PricePrice in full and by check or in cash by wire transfer of immediately available funds on the closing date of the Change of Control. (d) On or before the closing date of the Change of Control, those funds which are legally available each holder of Preferred Units to be redeemed must present and surrender any certificates, if any, representing the Preferred Units to the Company’s principal place of business and thereupon the Change of Control Redemption Price of such Preferred Units will be used paid to redeem or on the maximum portion order of this Note the Person whose name appears on such certificates in accordance with Section 7(c), if any, as the owner thereof and each surrendered certificate will be canceled. (e) From and after a redemption date due to a Change of Control (unless the Company defaults in payment of the Redemption Price), all Current Distributions on the Preferred Units subject to such redemption will cease to accumulate and all rights of the holders thereof, except (i) the right to receive the Change of Control Redemption Price thereof (including all accumulated and unpaid Current Distributions to the redemption date) and (ii) the right to receive any accumulated Deferred Distributions, will cease and terminate and such Preferred Units will not thereafter be transferred (except with the consent of the Company) on the Company’s records, and such Preferred Units shall not be deemed to be outstanding for any purpose whatsoever other than with respect to the accumulation of Deferred Distributions on such Preferred Units. In the event that the Company defaults in the payment of the Change of Control Redemption Price for any Preferred Units surrendered for redemption, with such Preferred Units shall continue to be deemed to be outstanding for all purposes and to be owned by the remaining portion respective holders that surrendered such Preferred Units, and the Company shall promptly return the surrendered certificates representing such Preferred Units, if any, to such holders (although the failure of the Note remaining outstanding Company to return any such certificates to such holders shall in no way affect the ownership of such Preferred Units by such holders or their rights thereunder). (f) Any Preferred Units that have been redeemed shall, after such redemption, have the status of authorized but unissued Units, without designation as to series, until such units are once more designated as part of a particular series. (g) The Preferred Units will not have a stated maturity date and entitled will not be subject to the rights and benefits provided for hereinany sinking fund.