Repurchase of Notes by the Company at Option of Holders upon a Fundamental Change. (a) If a Fundamental Change shall occur at any time prior to Stated Maturity, each holder shall have the right, at such holder’s option, to require the Company to repurchase for cash all or a portion of such holder’s Notes, or any portion of the Principal Amount thereof that is equal to $1,000 or an integral multiple of $1,000, on the date specified in the Fundamental Change Repurchase Notice, which date shall be no more than 30 Business Days after the date of the Fundamental Change Repurchase Notice (subject to extension to comply with applicable law) (the “Fundamental Change Repurchase Date”). The Company shall repurchase such Notes at a price equal to 100% of the Principal Amount thereof (the “Fundamental Change Repurchase Price”) plus any accrued and unpaid Interest on the Notes to, but not including, the Fundamental Change Repurchase Date. If the applicable Fundamental Change Repurchase Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Interest payable on such Interest Payment Date shall be paid on such Interest Payment Date to the holders of record of such Notes on the applicable record date instead of the holders surrendering such Notes for repurchase on such date.
Repurchase of Notes by the Company at Option of Holders upon a Fundamental Change. (a) If a Fundamental Change shall occur at any time prior to Stated Maturity, each holder shall have the right, at such holder’s option, to require the Company to repurchase all of such holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, on the date specified in the Fundamental Change Offer, which date shall be no earlier than 30 days nor later than 60 days after the date of the Fundamental Change Offer (subject to extension to comply with applicable law) (the “Fundamental Change Repurchase Date”). The Company shall repurchase such Notes in cash at a price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Fundamental Change Repurchase Date; provided that if such Fundamental Change Repurchase Date falls on an Interest Payment Date, then the Interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date. In the event that at the time of a Fundamental Change that requires the Company to repurchase the Notes, the terms of the Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 3.05, then prior to the mailing of the notice to holders provided for in Section 3.05(b) below but in any event within 45 days following such Fundamental Change, the Company shall (i) repay in full all Bank Indebtedness or, if doing so will allow the repurchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in this Section 3.05. Notwithstanding the provisions of the immediately preceding paragraph, the Company shall not be required to repurchase any Notes of Holders upon a Fundamental Change (and the Company shall not be required to give notice as described in Section 3.05(b) below) if either:
Repurchase of Notes by the Company at Option of Holders upon a Fundamental Change. (a) If a Fundamental Change occurs (subject to certain exceptions set forth below), Notes not previously purchased by the Company shall be purchased for cash by the Company, at the option of the Holder thereof, at a purchase price equal to 100% of the principal amount of those Notes, plus accrued and unpaid Interest (the “Fundamental Change Repurchase Price”) to, but not including, the date that is no earlier than 30 days nor later than 60 days following the date of the notice of a Fundamental Change delivered by the Company pursuant to Section 3.05(b) (the “Fundamental Change Repurchase Date”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.05(c). If the Fundamental Change Repurchase Date is on a date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay such Interest to the holder of record on the corresponding Regular Record Date and the Fundamental Change Repurchase Price shall only be 100% of the principal amount of those Notes to be purchased. Notwithstanding the foregoing, the Company shall not be required to purchase Notes of Holders pursuant to this Section 3.05(a) upon a Fundamental Change that is a Change of Control if 90% or more of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) constituting a Change of Control described in clause (iii) in the definition thereof consists of shares of common stock traded or to be traded immediately following such Change of Control on a national securities exchange or the Nasdaq National Market, and, as a result of the transaction or transactions, the Notes become convertible into that common stock (and any rights attached thereto), if any, pursuant to Section 15.06.
