Common use of Repurchase Right Upon Fundamental Change Clause in Contracts

Repurchase Right Upon Fundamental Change. If prior to the Maturity Date there shall have occurred a Fundamental Change, the Company shall irrevocably offer to repurchase all or a portion of this Note (a "FUNDAMENTAL CHANGE REPURCHASE") at the Fundamental Change Repurchase Price on the Fundamental Change Settlement Date. No sooner than thirty (30) days nor later than fifteen (15) days prior to the consummation of a Fundamental Change (but from and after a public offering by the Company of Common Shares, not prior to the public announcement of such Fundamental Change), the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "FUNDAMENTAL CHANGE COMPANY NOTICE") which shall state: (i) the events causing a Fundamental Change and the anticipated Effective Date; (ii) the last date of the Fundamental Change Conversion/Repurchase Period (as defined below) by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 5(b) or deliver a Notice of Conversion requesting conversion upon a Fundamental Change in accordance with Section 3(c); (iii) the Fundamental Change Settlement Date; (iv) the Fundamental Change Repurchase Price; (v) the Conversion Price applicable on the date of the Fundamental Change Company Notice; (vi) that Notes may be converted in connection with a Fundamental Change; (vii) that the Fundamental Change Repurchase Price for any Note as to which a Fundamental Change Repurchase Notice has been duly given will be paid promptly on the Fundamental Change Settlement Date; (viii) that the Holder is entitled to receive a Make-Whole Premium upon any conversion occurring within the Fundamental Change Conversion/Repurchase Period; and (ix) whether such Make-Whole Premium shall be delivered in cash, by delivery of Common Shares or a combination thereof in accordance with Section 12 (and containing such information required by Section 12). At any time during the period (the "FUNDAMENTAL CHANGE CONVERSION/REPURCHASE PERIOD") beginning after the Holder's receipt of a Fundamental Change Company Notice and ending thirty (30) days after the Effective Date of such Fundamental Change, the Holder may require the Company to repurchase all or any portion of this Note by delivering written notice thereof ("FUNDAMENTAL CHANGE REPURCHASE NOTICE") to the Company, which Fundamental Change Repurchase Notice shall indicate the Principal amount the Holder is accepting to be repurchased. Repurchases required by this Section 5 shall be made in accordance with the provisions of Section 15 and shall have priority to payments to shareholders in connection with a Fundamental Change. Notwithstanding anything to the contrary in this Section 5, until the Fundamental Change Repurchase Price (together with any interest thereon) is paid in full, the Principal amount submitted for repurchase under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Shares pursuant to Section 3.

Repurchase Right Upon Fundamental Change. If prior (a) In the event that a Fundamental Change shall occur, each Holder shall have the right (the “Repurchase Right”), at the Holder’s option, but subject to the Maturity Date there shall have occurred a Fundamental Changeprovisions of Section 11.3 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall irrevocably offer to repurchase repurchase, all of such Holder’s Securities not theretofore called for redemption, or a any portion of this Note the principal amount thereof that is equal to $1,000 or any integral multiple thereof (a "FUNDAMENTAL CHANGE REPURCHASE") at provided, however, that no single Security may be repurchased in part unless the Fundamental Change Repurchase Price portion of the principal amount of such Security to be Outstanding after such repurchase is equal to $1,000 or integral multiples thereof), on the Fundamental Change Settlement date (the “Repurchase Date. No sooner than thirty ”) that is 45 days after the date of the Company Notice at a purchase price equal to 100% of the principal amount of the Securities to be repurchased (30) days nor later than fifteen (15) days the “Repurchase Price”), plus interest accrued and unpaid to, but excluding, the Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is prior to or on the consummation Repurchase Date shall be payable to the Holders of a Fundamental Change such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. (but from and after a public offering b) Subject to the fulfillment by the Company of Common Shares, not prior to the public announcement of such Fundamental Change)conditions set forth in Section 11.2 hereof, the Company shall deliver written notice thereof via facsimile and overnight courier may elect to pay the Holder (a "FUNDAMENTAL CHANGE COMPANY NOTICE") which shall state: Repurchase Price by delivering that number of shares of Common Stock equal to (i) the events causing a Fundamental Change and the anticipated Effective Date; Repurchase Price divided by (ii) 95% of the average of the daily volume-weighted average price of the Common Stock for the twenty (20) consecutive Trading Days immediately preceding and including the third Business Day prior to the Repurchase Date (if the third Business Day prior to the Repurchase Date is a Trading Day, or if not, then on the last date of Trading Day prior to the Fundamental Change Conversion/Repurchase Period (as defined below) by which a Holder must deliver a Fundamental Change Repurchase Notice third Business Day), appropriately adjusted to elect take into account the repurchase option pursuant to this Section 5(b) or deliver a Notice of Conversion requesting conversion upon a Fundamental Change in accordance with Section 3(c); (iii) the Fundamental Change Settlement Date; (iv) the Fundamental Change Repurchase Price; (v) the Conversion Price applicable on the date of the Fundamental Change Company Notice; (vi) that Notes may be converted in connection with a Fundamental Change; (vii) that the Fundamental Change Repurchase Price for any Note as to which a Fundamental Change Repurchase Notice has been duly given will be paid promptly on the Fundamental Change Settlement Date; (viii) that the Holder is entitled to receive a Make-Whole Premium upon any conversion occurring within the Fundamental Change Conversion/Repurchase Period; and (ix) whether such Make-Whole Premium shall be delivered in cashoccurrence, by delivery of Common Shares or a combination thereof in accordance with Section 12 (and containing such information required by Section 12). At any time during the period (commencing on the "FUNDAMENTAL CHANGE CONVERSION/REPURCHASE PERIOD") beginning after first Trading Day during the Holder's receipt of a Fundamental Change Company Notice twenty Trading-Day period and ending thirty (30) days after on the Effective Repurchase Date of any event that would result in an adjustment to the conversion rate set forth in Section 12.1(c). (c) Whenever in this Indenture (including Sections 2.2, 4.1(a) and 4.7 hereof) or Exhibit A annexed hereto there is a reference, in any context, to the principal of any Security as of any time, such Fundamental Changereference shall be deemed to include reference to the Repurchase Price, payable in respect to such Security to the Holder may require extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Company to repurchase all or Repurchase Price in any portion provision of this Note by delivering written notice thereof ("FUNDAMENTAL CHANGE REPURCHASE NOTICE") Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article 13 hereof, such reference shall be deemed to include reference to the Company, which Fundamental Change Repurchase Notice shall indicate the Principal amount the Holder is accepting to be repurchased. Repurchases required by this Section 5 shall be made in accordance with the provisions of Section 15 and shall have priority to payments to shareholders in connection with a Fundamental Change. Notwithstanding anything Price only to the contrary in this Section 5, until extent the Fundamental Change Repurchase Price (together with any interest thereon) is paid payable in full, the Principal amount submitted for repurchase under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Shares pursuant to Section 3cash.

Repurchase Right Upon Fundamental Change. If In the event that a Fundamental Change shall occur at any time prior to Maturity of the Securities, each Holder shall have the right (the “Repurchase Right”), at the Holder’s option to require the Company to repurchase, and upon the exercise of such right in accordance with this Section 11.01 hereof the Company shall repurchase, all of such Holder’s Securities, or any portion of the principal amount thereof that is equal to $1,000 or any whole multiple thereof (provided, however, that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to $1,000 or whole multiples thereof), on the date (the “Repurchase Date”) that is not less than 20 nor more than 35 Business Days after the date of the Company Notice at a repurchase price equal to 100% of the principal amount of the Securities to be repurchased, plus any accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding, the Repurchase Date (the “Repurchase Price”); provided, however, that if the Repurchase Date falls after a Record Date and on or prior to the Maturity Date there shall have occurred a Fundamental Changecorresponding Interest Payment Date, the Company shall irrevocably offer pay the full amount of any accrued and unpaid interest (including Liquated Damages, if any) payable on such Interest Payment Date to repurchase all or a portion the Holder of this Note (a "FUNDAMENTAL CHANGE REPURCHASE") record at the Fundamental Change Repurchase Price close of business on the Fundamental Change Settlement corresponding Record Date. No sooner than thirty (30) days nor later than fifteen (15) days ; provided, further, that installments of interest on Securities whose Stated Maturity is prior to or on the consummation of a Fundamental Change (but from and after a public offering by the Company of Common Shares, not prior Repurchase Date shall be payable to the public announcement Holders of such Fundamental Change)Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 2.01 hereof. Notwithstanding the foregoing, the Company shall deliver written notice thereof via facsimile and overnight courier not be obligated to repurchase any Securities pursuant to the Holder (exercise of a "FUNDAMENTAL CHANGE COMPANY NOTICE") which shall state: (i) the events causing Repurchase Right if a Fundamental Change and the anticipated Effective Date; (ii) the last date declaration of the Fundamental Change Conversion/Repurchase Period (as defined below) by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 5(b) or deliver a Notice of Conversion requesting conversion upon a Fundamental Change acceleration has been made in accordance with Section 3(c); (iii) the Fundamental Change Settlement Date; (iv) the Fundamental Change Repurchase Price; (v) the Conversion Price applicable on the date of the Fundamental Change Company Notice; (vi) that Notes may be converted in connection with a Fundamental Change; (vii) that the Fundamental Change Repurchase Price for any Note as to which a Fundamental Change Repurchase Notice has 4.02 and not been duly given will be paid promptly on the Fundamental Change Settlement Date; (viii) that the Holder is entitled to receive a Make-Whole Premium upon any conversion occurring within the Fundamental Change Conversion/Repurchase Period; and (ix) whether such Make-Whole Premium shall be delivered in cash, by delivery of Common Shares or a combination thereof rescinded in accordance with Section 12 (and containing such information required by Section 12). At any time during the period (the "FUNDAMENTAL CHANGE CONVERSION/REPURCHASE PERIOD") beginning after the Holder's receipt of a Fundamental Change Company Notice and ending thirty (30) days after the Effective Date of such Fundamental Change, the Holder may require the Company to repurchase all or any portion of this Note by delivering written notice thereof ("FUNDAMENTAL CHANGE REPURCHASE NOTICE") to the Company, which Fundamental Change Repurchase Notice shall indicate the Principal amount the Holder is accepting to be repurchased. Repurchases required by this Section 5 shall be made in accordance with the provisions of Section 15 and shall have priority to payments to shareholders in connection with a Fundamental Change. Notwithstanding anything to the contrary in this Section 5, until the Fundamental Change Repurchase Price (together with any interest thereon) is paid in full, the Principal amount submitted for repurchase under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Shares pursuant to Section 34.02.