Common use of Repurchase Notice Clause in Contracts

Repurchase Notice. To exercise the right of repurchase under Section 7.1(a), the Company shall deliver a notice of repurchase (a "Company Repurchase Notice") to each Buyer from which the Company desires to repurchase Common Shares, Adjustment Warrants, or both. The Company Repurchase Notice shall (i) state that the Company is exercising its right to repurchase the Buyer's Common Shares, Adjustment Warrants, or both pursuant to this Section 7.1, (ii) indicate the number of Common Shares and Adjustment Warrants which are to be repurchased, (iii) state the Company Repurchase Price (as defined below) and the formula for determining the same, and (iv) provide the Buyer with instructions with respect to the delivery to the Company of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Company's receipt of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than all of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchased.

Repurchase Notice. To exercise (a) The Company shall provide the right Trustee with written notice of repurchase under the Repurchase Offer at least 10 Business Days prior to the mailing of the notice of the Repurchase Offer to the Securityholders. (b) On or before the date that is 90 days prior to the Repurchase Payment Date the Company or the Trustee (at the request and expense of the Company) shall send, by first class mail, a notice to each of the Securityholders, which shall govern the terms of the Repurchase Offer and shall state: (i) that the Repurchase Offer is being made pursuant to Section 7.1(a13.01 and Section 4.09 hereof and that all Securities tendered will be accepted for payment; (ii) the Repurchase Payment (as determined in accordance with Section 4.09 hereof), the Company shall deliver a notice length of repurchase time the Repurchase Offer will remain open and the Repurchase Payment Date; (a "Company Repurchase Notice"iii) that any Security or portion thereof not tendered or accepted for payment will continue to each Buyer from which accrue interest; (iv) that, unless the Company desires defaults in the payment of the Repurchase Payment, any Security or portion thereof accepted for payment pursuant to repurchase Common Sharesthe Repurchase Offer shall cease to accrue interest after the Repurchase Payment Date; (v) that Securityholders electing to have a Security or portion thereof purchased pursuant to any Repurchase Offer will be required to surrender the Security, Adjustment Warrantswith the form entitled “Option of Securityholder To Elect Purchase” on the reverse of the Security 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 Repurchase Payment Date; (vi) that Securityholders will 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 Repurchase Payment Date, or bothsuch longer period as may be required by law, a letter or a telegram, telex, facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Securityholder, the principal amount of the Security or portion thereof the Securityholder delivered for purchase and a statement that such Securityholder is withdrawing his election to have the Security or portion thereof purchased; and (vii) that Securityholders whose Securities are being purchased only in part will 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. The Company Repurchase Notice In addition, the notice shall (i) state contain all instructions and materials that the Company is exercising its right shall reasonably deem necessary to repurchase the Buyer's Common Shares, Adjustment Warrants, or both enable such Securityholders to tender Securities pursuant to this Section 7.1, (ii) indicate the number of Common Shares and Adjustment Warrants which are to be repurchased, (iii) state the Company Repurchase Price (as defined below) and the formula for determining the same, and (iv) provide the Buyer with instructions with respect to the delivery to the Company of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Company's receipt of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than all of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchasedOffer.

Repurchase Notice. To exercise (a) The Company shall provide the right Trustee with written notice of repurchase under the Repurchase Offer at least 10 Business Days prior to the mailing of the notice of the Repurchase Offer to the Securityholders. (b) On or before the date that is 90 days prior to the Repurchase Payment Date, the Company or the Trustee (at the request and expense of the Company) shall send, by first class mail, a notice to each of the Securityholders, which shall govern the terms of the Repurchase Offer and shall state: (i) that the Repurchase Offer is being made pursuant to Section 7.1(a13.01 and Section 4.09 hereof and that all Securities tendered will be accepted for payment; (ii) the Repurchase Payment (as determined in accordance with Section 4.09 hereof), the Company shall deliver a notice length of repurchase time the Repurchase Offer will remain open and the Repurchase Payment Date; (a "Company Repurchase Notice"iii) that any Security or portion thereof not tendered or accepted for payment will continue to each Buyer from which accrue interest; (iv) that, unless the Company desires defaults in the payment of the Repurchase Payment, any Security or portion thereof accepted for payment pursuant to repurchase Common Sharesthe Repurchase Offer shall cease to accrue interest after the Repurchase Payment Date; (v) that Securityholders electing to have a Security or portion thereof purchased pursuant to any Repurchase Offer will be required to surrender the Security, Adjustment Warrantswith the form entitled "Option of Securityholder To Elect Purchase" on the reverse of the Security 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 Repurchase Payment Date; (vi) that Securityholders will 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 Repurchase Payment Date, or bothsuch longer period as may be required by law, a letter or a telegram, telex, facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Securityholder, the principal amount of the Security or portion thereof the Securityholder delivered for purchase and a statement that such Securityholder is withdrawing his election to have the Security or portion thereof purchased; and (vii) that Securityholders whose Securities are being purchased only in part will 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. The Company Repurchase Notice In addition, the notice shall (i) state contain all instructions and materials that the Company is exercising its right shall reasonably deem necessary to repurchase the Buyer's Common Shares, Adjustment Warrants, or both enable such Securityholders to tender Securities pursuant to this Section 7.1, (ii) indicate the number of Common Shares and Adjustment Warrants which are to be repurchased, (iii) state the Company Repurchase Price (as defined below) and the formula for determining the same, and (iv) provide the Buyer with instructions with respect to the delivery to the Company of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Company's receipt of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than all of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchasedOffer.

Repurchase Notice. To exercise Holders must deliver to the right of repurchase under Section 7.1(a), the Company shall deliver Paying Agent: (1) a written notice of repurchase (a "Company “Repurchase Notice"”), substantially in the form of Exhibit A hereto, at any time from the opening of business on the date that is 30 Business Days prior to a Repurchase Date until the close of business on the Business Day prior to such Repurchase Date stating: (A) the certificate number (if such Security is held other than in global form) of the Security which the Holder will deliver to be repurchased or, if such Security is held in global form, such Holder must comply with applicable Depositary procedures; (B) the portion of the Principal Amount of the Security which the Holder will deliver to be repurchased, which portion must be in a Principal Amount of $1,000 or integral multiples thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture; and (2) the Security (if such Security is held in other than global form) or book-entry transfer of the interest therein (if such Security is held in global form) to each Buyer from which the Company desires Paying Agent for cancellation prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to repurchase Common Shares, Adjustment Warrants, or both. The Company receipt by the Holder of the Repurchase Notice Price therefor; provided that such Repurchase Price shall (i) state that the Company is exercising its right to repurchase the Buyer's Common Shares, Adjustment Warrants, or both be so paid pursuant to this Section 7.111.08 only if the Security so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the Holder thereof, (ii) indicate pursuant to this Section 11.08, a portion of a Security if the number Principal Amount of Common Shares and Adjustment Warrants which are such portion is $1,000 or an integral multiple of $1,000 if so requested by the Holder. Provisions of this Indenture that apply to be repurchased, (iii) state the purchase of all of a Security also apply to the purchase of such portion of such Security. Any repurchase by the Company Repurchase Price (as defined below) and contemplated pursuant to the formula for determining the same, and (iv) provide the Buyer with instructions with respect to provisions of this Section 11.08 shall be consummated by the delivery to the Paying Agent of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery of the Security or book-entry transfer of the interest therein. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this clause (c) shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Business Day prior to the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 11.10. The Paying Agent shall promptly notify the Company of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Company's receipt by it of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds any Repurchase Notice or written notice of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than all of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchasedwithdrawal thereof.

Repurchase Notice. To exercise (a) The Company shall provide the right Trustee with written notice of repurchase under the Repurchase Offer at least 10 Business Days prior to the mailing of the notice of the Repurchase Offer to the Securityholders. (b) On or before the Repurchase Commencement Date the Company or the Trustee (at the request and expense of the Company) shall send, by first class mail, a notice to each of the Securityholders, which shall govern the terms of the Repurchase Offer and shall state: (i) that the Repurchase Offer is being made pursuant to Section 7.1(a13.01 and Section 4.09 hereof and that all Securities tendered will be accepted for payment; (ii) the Repurchase Payment (as determined in accordance with Section 4.09 hereof), the Company shall deliver a notice length of repurchase time the Repurchase Offer will remain open and the Repurchase Payment Date; (a "Company Repurchase Notice"iii) that any Security or portion thereof not tendered or accepted for payment will continue to each Buyer from which accrue interest; (iv) that, unless the Company desires defaults in the payment of the Repurchase Payment, any Security or portion thereof accepted for payment pursuant to repurchase Common Sharesthe Repurchase Offer shall cease to accrue interest after the Repurchase Payment Date; (v) that Securityholders electing to have a Security or portion thereof purchased pursuant to any Repurchase Offer will be required to surrender the Security, Adjustment Warrantswith the form entitled “Option of Securityholder To Elect Purchase” on the reverse of the Security 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 Repurchase Payment Date; (vi) that Securityholders will 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 Repurchase Payment Date, or bothsuch longer period as may be required by law, a letter or a telegram, telex, facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Securityholder, the principal amount of the Security or portion thereof the Securityholder delivered for purchase and a statement that such Securityholder is withdrawing his election to have the Security or portion thereof purchased; and (vii) that Securityholders whose Securities are being purchased only in part will 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. The Company Repurchase Notice In addition, the notice shall (i) state contain all instructions and materials that the Company is exercising its right shall reasonably deem necessary to repurchase the Buyer's Common Shares, Adjustment Warrants, or both enable such Securityholders to tender Securities pursuant to this Section 7.1, (ii) indicate the number of Common Shares and Adjustment Warrants which are to be repurchased, (iii) state the Company Repurchase Price (as defined below) and the formula for determining the same, and (iv) provide the Buyer with instructions with respect to the delivery to the Company of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Company's receipt of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than all of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchasedOffer.

Repurchase Notice. To exercise Holders must deliver to the right of repurchase under Section 7.1(a), the Company shall deliver Paying Agent: (1) a written notice of repurchase (a "Company REPURCHASE NOTICE"), substantially in the form of Exhibit A hereto, at any time from the opening of business on the date that is 30 days prior to a Repurchase Notice"Date until the close of business on the Business Day prior to such Repurchase Date stating: (A) the certificate number (if such Security is held other than in global form) of the Security which the Holder will deliver to be repurchased; (B) the portion of the Principal Amount of the Security which the Holder will deliver to be repurchased, which portion must be in a Principal Amount of $1,000 or integral multiples thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture; and (2) the Security (if such Security is held in other than global form) to each Buyer from which the Company desires Paying Agent for cancellation prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to repurchase Common Shares, Adjustment Warrants, or both. The Company receipt by the Holder of the Repurchase Notice Price therefor; provided that such Repurchase Price shall (i) state that the Company is exercising its right to repurchase the Buyer's Common Shares, Adjustment Warrants, or both be so paid pursuant to this Section 7.111.08 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the Holder thereof, (ii) indicate pursuant to this Section 11.08, a portion of a Security if the number Principal Amount of Common Shares and Adjustment Warrants which are such portion is $1,000 or an integral multiple of $1,000 if so requested by the Holder. Provisions of this Indenture that apply to be repurchased, (iii) state the purchase of all of a Security also apply to the purchase of such portion of such Security. Any repurchase by the Company Repurchase Price (as defined below) and contemplated pursuant to the formula for determining the same, and (iv) provide the Buyer with instructions with respect to provisions of this Section 11.08 shall be consummated by the delivery to the Company Paying Agent of the Buyer's certificate(s) for consideration to be received by the Common Shares Holder promptly following the later of the Repurchase Date and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Company's receipt time of delivery of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than all of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchasedSecurity.

Repurchase Notice. To exercise On or before the right 20th day after the occurrence of repurchase under Section 7.1(a)a Fundamental Change, the Company shall deliver provide to all Holders of record of the Securities and the Trustee and Paying Agent a notice (the "REPURCHASE NOTICE") of repurchase (the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a "Company result thereof. Such mailing shall be by first class mail. Simultaneously with providing such Repurchase Notice") to each Buyer from which , the Company desires to repurchase Common Shares, Adjustment Warrants, shall publish a notice containing the information included therein once in a newspaper of general circulation in The City of New York or bothpublish such information on the Company's website or through such other public medium as the Company may use at such time. The Company Each Repurchase Notice shall specify: (i) state the events causing a Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder may exercise the purchase right; (iv) the Repurchase Price; 39 (v) the Repurchase Date (which shall be no earlier than 15 days and no later than 30 days after the date of the Repurchase Notice); (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate; (viii) if applicable, that the Securities with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with Section 5.03; and (ix) the procedures that Holders must follow to require the Company is exercising its right to repurchase purchase their Securities. No failure of the Buyer's Common Shares, Adjustment Warrants, Company to give the foregoing notices and no defect therein shall limit the Securityholders' purchase rights or both affect the validity of the proceedings for the purchase of the Securities pursuant to this Section 7.1, (ii) indicate the number of Common Shares and Adjustment Warrants which are to be repurchased, (iii) state the Company Repurchase Price (as defined below) and the formula for determining the same, and (iv) provide the Buyer with instructions with respect to the delivery to the Company of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Company's receipt of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than all of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchased5.01.

Repurchase Notice. To exercise (a) The Repurchase Notice, as provided in clause (b) below, shall be given to Holders in the right event of a Fundamental Change, on or before the fifth calendar day after the occurrence of such a Fundamental Change as provided in Section 3.01(b) (the “Repurchase Notice Date”). (b) In connection with any repurchase under Section 7.1(a)of Separate Convertible Notes, the Company shall deliver shall, on the applicable Repurchase Notice Date, give written notice to Holders (with a notice of repurchase copy to the Trustee) setting forth information specified in this Section 3.02(b) (a "Company the “Repurchase Notice") to each Buyer from which the Company desires to repurchase Common Shares, Adjustment Warrants, or both”). The Company Each Repurchase Notice shall shall: (i) state that the Company is exercising its right Repurchase Price, and the Fundamental Change Repurchase Date to repurchase which the Buyer's Common Shares, Adjustment Warrants, or both pursuant to this Section 7.1, relevant Repurchase Notice relates; (ii) indicate state, if applicable, the number of Common Shares and Adjustment Warrants which are to be repurchased, circumstances constituting the Fundamental Change; (iii) state that Holders must exercise their right to elect to repurchase prior to the Company close of business on the Business Day immediately prior to the Fundamental Change Repurchase Price (as defined below) and the formula for determining the same, and Date; (iv) provide include a form of Fundamental Change Repurchase Notice; (v) state the Buyer with instructions with respect name and address of the Trustee, the Paying Agent and, if applicable, the Conversion Agent; (vi) state that Separate Convertible Notes must be surrendered to the delivery Paying Agent to collect the Repurchase Price; (vii) state that a Holder may withdraw its Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately prior to the Fundamental Change Repurchase Date, by delivering a valid written notice of withdrawal in accordance with Section 3.03; (viii) if the Separate Convertible Notes are then convertible, state that Separate Convertible Notes as to which the Fundamental Change Repurchase Notice has been given may be converted only if the Fundamental Change Repurchase Notice is withdrawn in accordance with the terms of this Supplemental Indenture No.1; (ix) state the amount of interest accrued and unpaid per $1,000 principal amount of Separate Convertible Notes to, but excluding, the Fundamental Change Repurchase Date; (x) state that, unless the Company defaults in making payment of the Buyer's certificate(sRepurchase Price, interest on Separate Convertible Notes covered by any Fundamental Change Repurchase Notice shall cease to accrue on and after the Fundamental Change Repurchase Date; (xi) state the CUSIP number of the Separate Convertible Notes, if CUSIP numbers are then in use; and (xii) state the procedures for withdrawing a Fundamental Change Repurchase Notice, including a form of notice of withdrawal (as specified in Section 3.03). (c) A Repurchase Notice may be given by the Common Shares Company or, at the Company’s request, the Trustee shall give such Repurchase Notice in the Company’s name and at the Company’s expense; provided that the text of the Repurchase Notice shall be prepared by the Company, and the Adjustment Warrants to Trustee, in giving such notice, may rely and shall be repurchased. Promptly fully protected in relying upon such Company Request and in shall have no event later than three Business Days after responsibility for text prepared by the Company's receipt of the Buyer's certificate(s. (d) for the Common Shares and the Adjustment Warrants to be repurchasedIf any Separate Convertible Note is represented by a Global Convertible Note, then the Company shall make payment in immediately available funds modify such Repurchase Notice to the extent necessary to accord with the applicable procedures of the Company Repurchase Price applicable on the date of such repurchase with respect Depositary that apply to the Common Shares repurchase of Global Convertible Notes, and Adjustment Warrants the Trustee may rely and shall be fully protected in relying upon such text prepared by the Company. (e) The Company shall, to the extent applicable, comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and other tender offer rules under the Exchange Act that may be repurchased to or upon applicable at the order time of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than the Separate Convertible Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchasedSeparate Convertible Notes.

Repurchase Notice. To exercise Holders must deliver to the right of repurchase under Section 7.1(a), the Company shall deliver Paying Agent: (1) a written notice of repurchase (a "Company “Repurchase Notice"”), substantially in the form of Exhibit A hereto, at any time from the opening of business on the date that is 30 days prior to a Repurchase Date until the close of business on the Business Day prior to such Repurchase Date stating: (A) the certificate number (if such Security is held other than in global form) of the Security which the Holder will deliver to be repurchased; (B) the portion of the Principal Amount of the Security which the Holder will deliver to be repurchased, which portion must be in a Principal Amount of $1,000 or integral multiples thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture; and (2) the Security (if such Security is held in other than global form) to each Buyer from which the Company desires Paying Agent for cancellation prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to repurchase Common Shares, Adjustment Warrants, or both. The Company receipt by the Holder of the Repurchase Notice Price therefor; provided that such Repurchase Price shall (i) state that the Company is exercising its right to repurchase the Buyer's Common Shares, Adjustment Warrants, or both be so paid pursuant to this Section 7.111.08 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the Holder thereof, (ii) indicate pursuant to this Section 11.08, a portion of a Security if the number Principal Amount of Common Shares and Adjustment Warrants which are such portion is $1,000 or an integral multiple of $1,000 if so requested by the Holder. Provisions of this Indenture that apply to be repurchased, (iii) state the purchase of all of a Security also apply to the purchase of such portion of such Security. Any repurchase by the Company Repurchase Price (as defined below) and contemplated pursuant to the formula for determining the same, and (iv) provide the Buyer with instructions with respect to provisions of this Section 11.08 shall be consummated by the delivery to the Paying Agent of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery of the Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this clause (c) shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Business Day prior to the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 11.10. The Paying Agent shall promptly notify the Company of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Company's receipt by it of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds any Repurchase Notice or written notice of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than all of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchasedwithdrawal thereof.

Repurchase Notice. To exercise Holders must deliver to the right of repurchase under Section 7.1(a), the Company shall deliver Paying Agent: (1) a written notice of repurchase (a "Company Repurchase Notice"), substantially in the form of Exhibit A hereto, at any time from the opening of business on the date that is 30 Business Days prior to a Repurchase Date until the close of business on the Business Day prior to such Repurchase Date stating: (A) the certificate number (if such Security is held other than in global form) of the Security which the Holder will deliver to be repurchased or, if such Security is held in global form, such Holder must comply with applicable Depositary procedures; (B) the portion of the Principal Amount of the Security which the Holder will deliver to be repurchased, which portion must be in a Principal Amount of $1,000 or integral multiples thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture; and (2) the Security (if such Security is held in other than global form) or book-entry transfer of the interest therein (if such Security is held in global form) to each Buyer from which the Company desires Paying Agent for cancellation prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to repurchase Common Shares, Adjustment Warrants, or both. The Company receipt by the Holder of the Repurchase Notice Price therefor; provided that such Repurchase Price shall (i) state that the Company is exercising its right to repurchase the Buyer's Common Shares, Adjustment Warrants, or both be so paid pursuant to this Section 7.111.08 only if the Security so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the Holder thereof, (ii) indicate pursuant to this Section 11.08, a portion of a Security if the number Principal Amount of Common Shares and Adjustment Warrants which are such portion is $1,000 or an integral multiple of $1,000 if so requested by the Holder. Provisions of this Indenture that apply to be repurchased, (iii) state the purchase of all of a Security also apply to the purchase of such portion of such Security. Any repurchase by the Company Repurchase Price (as defined below) and contemplated pursuant to the formula for determining the same, and (iv) provide the Buyer with instructions with respect to provisions of this Section 11.08 shall be consummated by the delivery to the Paying Agent of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery of the Security or book-entry transfer of the interest therein. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this clause (c) shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Business Day prior to the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 11.10. The Paying Agent shall promptly notify the Company of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Company's receipt by it of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds any Repurchase Notice or written notice of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than all of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchasedwithdrawal thereof.

Repurchase Notice. To exercise (a) Within 30 days following any Change of Control Triggering Event or, at the right option of repurchase under Section 7.1(a)the Company, prior to any Change of Control, but in either case, after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall deliver will mail, or cause to be mailed, a notice to each Holder of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a "“Change of Control Payment Date”). (b) The Company Repurchase Notice") to each Buyer from which may make a Change of Control Offer in advance of, but conditioned on, the Company desires to repurchase Common Shares, Adjustment Warrants, or bothoccurrence of a Change of Control Triggering Event but otherwise in accordance with the provisions of this Section 4.2. The Company Repurchase Notice notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (c) The notice issued to Holders pursuant to Section 4.2(a) shall specify: (i) state that the Company Change of Control Offer is exercising its right to repurchase the Buyer's Common Shares, Adjustment Warrants, or both being made pursuant to this Section 7.1, 4.1 and that all Notes properly tendered will be accepted for payment; (ii) indicate the number Change of Common Shares Control Payment and Adjustment Warrants which are to be repurchased, the Change of Control Payment Date; (iii) state the Company Repurchase Price (as defined below) and CUSIP numbers for the formula for determining the same, and Notes; (iv) provide that any Note not tendered will continue to accrue interest; (v) that, unless the Buyer with instructions with respect Company defaults in the making of the Change of Control Payment, all Notes accepted for payment pursuant to the delivery Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes to the Company of Paying Agent at the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Company's receipt of the Buyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as address specified in the Company Repurchase Notice. Upon repurchase notice prior to the close of less business on the third Business Day preceding the Change of Control Payment Date; (vii) that Holders will be entitled to withdraw their election referred to in clause (vi) if the Paying Agent receives, not later than all 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 Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the CompanyHolder, the Company shall issue a replacement certificate principal amount of Notes delivered for the Common Shares purchase, and a replacement warrant for statement that such Holder is withdrawing his election to have the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchasedNotes purchased.

Repurchase Notice. To exercise the right of repurchase under Section 7.1(a), the Company shall deliver a notice of repurchase (a "Company Repurchase Notice") to each Buyer from which the Company desires to repurchase Common Shares, Adjustment Warrants, or both. The Company Repurchase Notice shall (i) state that the Company is exercising its right to repurchase the Buyer's Common Sharesshares, Adjustment Warrants, or both pursuant to this Section 7.1, (ii) indicate the number of Common Shares and Adjustment Warrants warrants which are to be repurchased, (iii) state the Company Repurchase Price (as defined below) and the formula for determining the same, and (iv) provide the Buyer with instructions with respect to the delivery to the Company of the Buyerbuyer's certificate(s) for the Common Shares and the Adjustment Warrants to be repurchased. Promptly and in no event later than three Business Days after the Companycompany's receipt of the Buyer's certificate(s) for the Common Shares shares and the Adjustment Warrants to be repurchased, the Company shall make payment in immediately available funds of the Company Repurchase Price applicable on the date of such repurchase with respect to the Common Shares and Adjustment Warrants to be repurchased to or upon the order of the Buyer as specified in the Company Repurchase Notice. Upon repurchase of less than all of the Common Shares evidenced by a particular certificate or the Adjustment Shares evidenced by a particular Adjustment Warrant, promptly, but in no event later than three Business Days after surrender of such certificate or Adjustment Warrant to the Company, the Company shall issue a replacement certificate for the Common Shares shares and a replacement warrant for the portion of the Adjustment Warrants that have not been repurchased. Only whole Common Shares and portions of Adjustment Warrants to purchase whole Common Shares may be repurchased.