Common use of Repurchase of Notes upon Change of Control Clause in Contracts

Repurchase of Notes upon Change of Control. In the event that a Change of Control has occurred, each Holder shall have the right, at such Holder’s option, subject to the terms and conditions of this First Supplemental Indenture, to require the Company to repurchase all or any part of such Holder’s Notes (provided that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on the date that is no later than 60 Business Days (unless a later date is required by applicable law) after the occurrence of such Change of Control (the “Change of Control Payment Date”), at a cash price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any (the “Change of Control Purchase Price”), to the Change of Control Payment Date. The Company shall notify the Trustee within ten Business Days after the Company becomes aware of the occurrence of a Change of Control. Within 20 Business Days after the occurrence of a Change of Control, the Company shall make an unconditional offer (a “Change of Control Offer”) to all Holders of Notes to purchase all of the Notes at the Change of Control Purchase Price by sending written notice of a Change of Control Offer, by first class mail, to each Holder at its registered address, with a copy to the Trustee. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest) of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control purchase feature of the Notes may make more difficult or discourage a takeover of the Company, and, thus, the removal of incumbent management. To the extent applicable and if required by law, the Company shall comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and other securities laws, rules and regulations which may then be applicable to any offer by the Company to purchase the Notes at the option of Holders upon a Change of Control.

Repurchase of Notes upon Change of Control. In the event that (a) If a Change of Control has occurredoccurs, each Holder shall of Notes will have the right, at such Holder’s option, subject to the terms and conditions of this First Supplemental Indenture, right to require the Company to repurchase all or any part (equal to $2,000 or a higher multiple of such $1,000) of that Holder’s Notes pursuant to a the terms set forth in this Indenture (provided that a “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (such payment, a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of such Notes must be $1,000 repurchased, plus accrued and unpaid interest thereon, to the date of purchase. Within 30 days following any Change of Control, the Company will mail or an integral multiple thereof) deliver electronically a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date that is no later than 60 Business Days (unless a later date is required by applicable law) after the occurrence of specified in such Change of Control notice (the “Change of Control Payment Date”), at a cash price equal which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered electronically, pursuant to 101% of the principal amount thereof, plus accrued procedures required by this Indenture and unpaid interest, if any (the “described in such notice. A Change of Control Purchase Price”)Offer may be made in advance of a Change of Control, to conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Payment Dateat the time of making of the Change of Control Offer. The Company shall notify will comply with the Trustee within ten Business Days after requirements of Rule 14e-1 under the Company becomes aware Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the occurrence Notes as a result of a Change of Control. Within 20 Business Days after To the occurrence extent that the provisions of a Change of Control, the Company shall make an unconditional offer (a “Change of Control Offer”) to all Holders of Notes to purchase all of the Notes at any securities laws or regulations conflict with the Change of Control Purchase Price by sending written notice provisions of a Change of Control Offerthis Indenture, by first class mail, the Company will comply with the applicable securities laws and regulations and will not be deemed to each Holder at have breached its registered address, with a copy to the Trustee. On or before obligations under the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest) of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control purchase feature of the Notes may make more difficult or discourage a takeover of the Company, and, thus, the removal of incumbent management. To the extent applicable and if required by law, the Company shall comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and other securities laws, rules and regulations which may then be applicable to any offer this Indenture by the Company to purchase the Notes at the option virtue of Holders upon a Change of Controlsuch compliance.

Repurchase of Notes upon Change of Control. In the event that a Change of Control has occurred, each Holder shall have the right, at such Holder’s 's option, subject to the terms and conditions of this First Supplemental Indenture, to require the Company to repurchase all or any part of such Holder’s 's Notes (provided that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on the date that is no later than 60 Business Days (unless a later date is required by applicable law) after the occurrence of such Change of Control (the “"Change of Control Payment Date”"), at a cash price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any (the “"Change of Control Purchase Price”"), to the Change of Control Payment Date. The Company shall notify the Trustee within ten Business Days after the Company becomes aware of the occurrence of a Change of Control. Within 20 Business Days after the occurrence of a Change of Control, the Company shall make an unconditional offer (a “"Change of Control Offer”") to all Holders of Notes to purchase all of the Notes at the Change of Control Purchase Price by sending written notice of a Change of Control Offer, by first class mail, to each Holder at its registered address, with a copy to the Trustee. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest) of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control purchase feature of the Notes may make more difficult or discourage a takeover of the Company, and, thus, the removal of incumbent management. To the extent applicable and if required by law, the Company shall comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and other securities laws, rules and regulations which may then be applicable to any offer by the Company to purchase the Notes at the option of Holders upon a Change of Control.