Common use of Repurchase at Option of Holders Upon a Covered Disposition Clause in Contracts

Repurchase at Option of Holders Upon a Covered Disposition. (a) An offer made pursuant to Section 16.01 (a “Covered Disposition Offer”) shall be made to all holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in Section 16.01 with respect to offers to purchase or redeem with the proceeds of sales of Covered Assets to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased with the applicable Excess Proceeds; provided that the purchase price for the Notes shall equal to the Fundamental Change Repurchase Price (as defined in Section 13.01), and will be payable in cash. If any Excess Proceeds remain after consummation of a Covered Disposition Offer, the Company and its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by these Conditions. If the aggregate purchase price for the Notes and other Pari Passu Indebtedness tendered into such Covered Disposition Offer exceeds the amount of Excess Proceeds, the Company will select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Covered Disposition Offer, the amount of Excess Proceeds will be reset at zero. (b) Repurchases of Notes under this Section 16.02 shall be made, at the option of the Holder thereof, upon: (i) delivery of the Notes to the Company together with a Covered Disposition Offer Repurchase Notice in substantially the form set forth in Attachment 4 (together with all necessary endorsements for transfer), or book-entry transfer of the Notes; in each case (a) such delivery being a condition to receipt by the Holder of the Covered Disposition Offer Price therefor and (b) such delivery occurring on or before the close of business on the second Business Day immediately preceding the applicable Covered Disposition Offer Repurchase Date. (c) The Covered Disposition Offer Repurchase Notice in respect of any Notes to be repurchased shall state: (1) the certificate numbers of the Notes to be delivered for repurchase; (2) the portion of the principal amount of Notes to be repurchased, which must be in denominations of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof; and (3) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and these Conditions. Notwithstanding anything herein to the contrary, any Holder delivering the Covered Disposition Offer Repurchase Notice contemplated by this Section 16.02 (Repurchase at Option of Holders Upon a Covered Disposition) shall have the right to withdraw, in whole or in part, such Covered Disposition Offer Repurchase Notice as set forth in Section 16.03 (Withdrawal of Covered Disposition Offer Repurchase Notice).

Repurchase at Option of Holders Upon a Covered Disposition. (a) An offer made pursuant to Section 16.01 17.01 (a “Covered Disposition Offer”) shall be made to all holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in Section 16.01 17.01 with respect to offers to purchase or redeem with the proceeds of sales of Covered Assets to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased with the applicable Excess Proceeds; provided that the purchase price for the Notes shall equal to the Fundamental Change Repurchase Price (as defined in Section 13.01)Price, and will be payable in cash. If any Excess Proceeds remain after consummation of a Covered Disposition Offer, the Company and its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by these Conditionsthis Indenture. If the aggregate purchase price for the Notes and other Pari Passu Indebtedness tendered into such Covered Disposition Offer exceeds the amount of Excess Proceeds, the Company Trustee will select the Notes and the representative for such other Pari Passu Indebtedness shall select such other Pari Passu Indebtedness to be purchased on a pro rata basisbasis (except that any Global Notes will be selected by such method as the Depositary may require), based on the amounts tendered (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1.00, or an integral multiple of $1.00 in excess thereof, will be purchased). Upon completion of each Covered Disposition Offer, the amount of Excess Proceeds will be reset at zero. (b) Repurchases of Notes under this Section 16.02 17.02 shall be made, at the option of the Holder thereof, upon: (i) if the Notes are Global Notes, delivery to the Company by a Holder of a duly completed notice (the “Covered Disposition Offer Repurchase Notice”) in substantially the form set forth in Attachment 5 to the Form of Note attached hereto as Exhibit A; provided that the notice must comply with appropriate rules and procedures of the Depositary; and (ii) if the Notes are Physical Notes, delivery of the Notes to the Company together with a Covered Disposition Offer Repurchase Notice in substantially the form set forth in Attachment 4 (together with all necessary endorsements for transfer), or book-entry transfer of the Notes; in each case (a) such delivery being a condition to receipt by the Holder of the Covered Disposition Offer Price therefor and (b) such delivery occurring on or before the close of business on the second Business Day immediately preceding the applicable Covered Disposition Offer Repurchase Date. (c) The Covered Disposition Offer Repurchase Notice in respect of any Notes to be repurchased shall state: (1) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (2) the portion of the principal amount of Notes to be repurchased, which must be in denominations of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof; and (3) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and these Conditions. Notwithstanding anything herein to the contrary, any Holder delivering the Covered Disposition Offer Repurchase Notice contemplated by this Section 16.02 17.02 (Repurchase at Option of Holders Upon a Covered Disposition) shall have the right to withdraw, in whole or in part, such Covered Disposition Offer Repurchase Notice as set forth in Section 16.03 17.03 (Withdrawal of Covered Disposition Offer Repurchase Notice).

Repurchase at Option of Holders Upon a Covered Disposition. (a) An offer made pursuant to Section 16.01 17.01 (a “Covered Disposition Offer”) shall be made to all holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in Section 16.01 17.01 with respect to offers to purchase or redeem with the proceeds of sales of Covered Assets to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased with the applicable Excess Proceeds; provided that the purchase price for the Notes shall equal to the Fundamental Change Repurchase Price (as defined in Section 13.01)Price, and will be payable in cash. If any Excess Proceeds remain after consummation of a Covered Disposition Offer, the Company and its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by these Conditionsthis Indenture. If the aggregate purchase price for the Notes and other Pari Passu Indebtedness tendered into such Covered Disposition Offer exceeds the amount of Excess Proceeds, the Company Trustee will select the Notes and the representative for such other Pari Passu Indebtedness shall select such other Pari Passu Indebtedness to be purchased on a pro rata basisbasis (except that any Global Notes will be selected by such method as the Depositary may require), based on the amounts tendered (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1.00, or an integral multiple of $1.00 in excess thereof, will be purchased). Upon completion of each Covered Disposition Offer, the amount of Excess Proceeds will be reset at zero. (b) Repurchases of Notes under this Section 16.02 shall be made, at the option of the Holder thereof, upon: (i) delivery of the Notes to the Company together with a Covered Disposition Offer Repurchase Notice in substantially the form set forth in Attachment 4 (together with all necessary endorsements for transfer), or book-entry transfer of the Notes; in each case (a) such delivery being a condition to receipt by the Holder of the Covered Disposition Offer Price therefor and (b) such delivery occurring on or before the close of business on the second Business Day immediately preceding the applicable Covered Disposition Offer Repurchase Date. (c) The Covered Disposition Offer Repurchase Notice in respect of any Notes to be repurchased shall state: (1) the certificate numbers of the Notes to be delivered for repurchase; (2) the portion of the principal amount of Notes to be repurchased, which must be in denominations of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof; and (3) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and these Conditions. Notwithstanding anything herein to the contrary, any Holder delivering the Covered Disposition Offer Repurchase Notice contemplated by this Section 16.02 (Repurchase at Option of Holders Upon a Covered Disposition) shall have the right to withdraw, in whole or in part, such Covered Disposition Offer Repurchase Notice as set forth in Section 16.03 (Withdrawal of Covered Disposition Offer Repurchase Notice).