Common use of REPURCHASE AT THE OPTION OF HOLDER Clause in Contracts

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 25 days following any Net Proceeds Trigger Date (subject to Section 4.10(e) of the Indenture), a Net Proceeds Offer shall be sent to the record Holder as shown on the register of Holders, with a copy to the Trustee. Any Net Proceeds Offer shall comply with the procedures set forth in Sections 3.09 and 4.10 of the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. Holders of Notes that are the subject of a Net Proceeds Offer may, prior to any related Purchase Date, elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Special Interest, if any, thereon on the Notes repurchased, to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date purchase (the “Change of Control Payment”). Within ten 30 days following any Change of Control, the Company will mail deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company or will purchase Notes tendered pursuant to an offer (an “Asset Disposition Offer”) by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a Restricted Subsidiary purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the Company consummates any Asset Sales, within 25 days following any Net Proceeds Trigger Date (subject to Section 4.10(e) of the Indentureaccreted value thereof), a Net Proceeds Offer shall without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be sent to provided for by the record Holder as shown on the register terms of Holderssuch other First-Priority Stock Secured Debt), with a copy to the Trustee. Any Net Proceeds Offer shall comply in accordance with the procedures (including prorating in the event of oversubscription) set forth in Sections 3.09 and 4.10 of the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. Holders of Notes that are the subject of a Net Proceeds Offer may, prior to any related Purchase Date, elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.Section 3.3

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, the Company Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 25 days following any Net Proceeds Trigger Date (subject to Section 4.10(e) of the Indenture), a Net Proceeds Offer shall be sent to the record Holder as shown on the register of Holders, with a copy to the Trustee. Any Net Proceeds Offer shall comply with the procedures set forth in Sections 3.09 and 4.10 of the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. Holders of Notes that are the subject of a Net Proceeds Offer may, prior to any related Purchase Date, elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, the Company Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 25 days following any Net Proceeds Offer Trigger Date (subject to Section 4.10(e) of the Indenture), a Net Proceeds Offer shall be sent to the record Holder as shown on the register of Holders, with a copy to the Trustee. Any Net Proceeds Offer shall comply with the procedures set forth in Sections 3.09 and 4.10 of the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. Holders of Notes that are the subject of a Net Proceeds Offer may, prior to any related Purchase Date, elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Special Interest, if any, thereon on the Notes repurchased, to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date purchase (the “Change of Control Payment”). Within ten 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company or will purchase Notes tendered pursuant to an offer (an “Asset Disposition Offer”) by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a Restricted Subsidiary purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the Company consummates any Asset Sales, within 25 days following any Net Proceeds Trigger Date (subject to Section 4.10(e) of the Indentureaccreted value thereof), a Net Proceeds Offer shall without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be sent to provided for by the record Holder as shown on the register terms of Holderssuch other First-Priority Stock Secured Debt), with a copy to the Trustee. Any Net Proceeds Offer shall comply in accordance with the procedures (including prorating in the event of oversubscription) set forth in Sections 3.09 and 4.10 of the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. Holders of Notes that are the subject of a Net Proceeds Offer may, prior to any related Purchase Date, elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.Section 3.3

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of ControlControl Triggering Event, unless the Company will be required has exercised its right to make an offer (a “Change of Control Offer”) to optionally redeem the 2026 Notes, each Holder will have the right to repurchase require the Company to purchase all or any part a portion (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each such Holder’s 2026 Notes pursuant to the Change of Control Offer, at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date Change of purchaseControl Payment Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment Interest Payment Date; provided that the principal amount of a note remaining outstanding after a repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. (b) Within 30 days following the date (upon which the “Change of Control Payment”). Within ten days following Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will mail be required to deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 25 days following any Net Proceeds Trigger Date (subject to Section 4.10(e) of the Indenture), a Net Proceeds Offer shall be sent to the record Holder as shown on the register of Holders2026 Notes, with a copy to the Trustee. Any Net Proceeds Offer shall comply with , which notice will govern the procedures set forth in Sections 3.09 and 4.10 terms of the IndentureChange of Control Offer. Upon completion Such notice will, among other things, state the Change of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. Holders of Notes that are the subject of a Net Proceeds Offer may, prior to any related Purchase Control Payment Date, elect which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by applicable law, describe the transaction or transactions constituting the Change of Control Triggering Event and offer to have such Notes purchased by completing repurchase the form entitled “Option of Holder to Elect Purchase” attached to the 2026 Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of ControlControl Triggering Event, unless the Company will be required has exercised its right to make an offer (a “Change of Control Offer”) to optionally redeem the 2021 Notes, each Holder will have the right to repurchase require the Company to purchase all or any part a portion (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each such Holder’s 2021 Notes pursuant to the Change of Control Offer, at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date Change of purchaseControl Payment Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment Interest Payment Date; provided that the principal amount of a 2021 Note remaining outstanding after a repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. (b) Within 30 days following the date (upon which the “Change of Control Payment”). Within ten days following Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will mail be required to deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 25 days following any Net Proceeds Trigger Date (subject to Section 4.10(e) of the Indenture), a Net Proceeds Offer shall be sent to the record Holder as shown on the register of Holders2021 Notes, with a copy to the Trustee. Any Net Proceeds Offer shall comply with , which notice will govern the procedures set forth in Sections 3.09 and 4.10 terms of the IndentureChange of Control Offer. Upon completion Such notice will, among other things, state the Change of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. Holders of Notes that are the subject of a Net Proceeds Offer may, prior to any related Purchase Control Payment Date, elect which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by applicable law, describe the transaction or transactions constituting the Change of Control Triggering Event and offer to have such Notes purchased by completing repurchase the form entitled “Option of Holder to Elect Purchase” attached to the 2021 Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of ControlControl Triggering Event, unless the Company will be required has exercised its right to make an offer (a “Change of Control Offer”) to optionally redeem the 2046 Notes, each Holder will have the right to repurchase require the Company to purchase all or any part a portion (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each such Holder’s 2046 Notes pursuant to the Change of Control Offer, at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date Change of purchaseControl Payment Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment Interest Payment Date; provided that the principal amount of a 2046 Note remaining outstanding after a repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. (b) Within 30 days following the date (upon which the “Change of Control Payment”). Within ten days following Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will mail be required to deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 25 days following any Net Proceeds Trigger Date (subject to Section 4.10(e) of the Indenture), a Net Proceeds Offer shall be sent to the record Holder as shown on the register of Holders2046 Notes, with a copy to the Trustee. Any Net Proceeds Offer shall comply with , which notice will govern the procedures set forth in Sections 3.09 and 4.10 terms of the IndentureChange of Control Offer. Upon completion Such notice will, among other things, state the Change of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. Holders of Notes that are the subject of a Net Proceeds Offer may, prior to any related Purchase Control Payment Date, elect which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by applicable law, describe the transaction or transactions constituting the Change of Control Triggering Event and offer to have such Notes purchased by completing repurchase the form entitled “Option of Holder to Elect Purchase” attached to the 2046 Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of ControlControl Triggering Event, unless the Company will be required has exercised its right to make an offer (a “Change of Control Offer”) to optionally redeem the 2023 Notes, each Holder will have the right to repurchase require the Company to purchase all or any part a portion (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each such Holder’s 2023 Notes pursuant to the Change of Control Offer, at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date Change of purchaseControl Payment Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment Interest Payment Date; provided that the principal amount of a 2023 Note remaining outstanding after a repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. (b) Within 30 days following the date (upon which the “Change of Control Payment”). Within ten days following Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will mail be required to deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 25 days following any Net Proceeds Trigger Date (subject to Section 4.10(e) of the Indenture), a Net Proceeds Offer shall be sent to the record Holder as shown on the register of Holders2023 Notes, with a copy to the Trustee. Any Net Proceeds Offer shall comply with , which notice will govern the procedures set forth in Sections 3.09 and 4.10 terms of the IndentureChange of Control Offer. Upon completion Such notice will, among other things, state the Change of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. Holders of Notes that are the subject of a Net Proceeds Offer may, prior to any related Purchase Control Payment Date, elect which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by applicable law, describe the transaction or transactions constituting the Change of Control Triggering Event and offer to have such Notes purchased by completing repurchase the form entitled “Option of Holder to Elect Purchase” attached to the 2023 Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 25 days following any Net Proceeds Trigger Date (subject to Section 4.10(e) of the Indenture), a Net Proceeds Offer shall be sent to the record Holder as shown on the register of Holders, with a copy to the Trustee. Any Net Proceeds Offer shall comply with the procedures set forth in Sections 3.09 and 4.10 of the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. Holders of Notes that are the subject of a Net Proceeds Offer may, prior to any related Purchase Date, elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.