Common use of Repurchase Upon Fundamental Change Clause in Contracts

Repurchase Upon Fundamental Change. Following a Fundamental Change (the date of each such occurrence being the "Fundamental Change Date"), the Company shall notify the holders of Convertible Subordinated Notes in writing of such occurrence and shall make an offer (the "Fundamental Change Offer") to repurchase all Convertible Subordinated Notes then outstanding at a repurchase price in cash equal to 100% of the Principal Amount thereof, plus accrued and unpaid interest and Registration Default Damages, if any (the "Fundamental Change Payment"), to, but excluding, the Fundamental Change Payment Date (as defined below). Notice of a Fundamental Change shall be mailed by or at the direction of the Company to the holders of Convertible Subordinated Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Fundamental Change Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Fundamental Change Offer shall remain open until a specified date (the "Fundamental Change Offer Termination Date") which is at least 20 Business Days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $1,000 of Principal Amount in exchange for cash. Payment shall be made by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section on a specified Business Day (the "Fundamental Change Payment Date") which shall be no later than 60 days after the applicable Fundamental Change. The notice, which shall govern the terms of the Fundamental Change Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Fundamental Change. Following a Fundamental Change (the date of each such occurrence being the "Fundamental Change Date")) prior to the Maturity Date, the Company shall notify the Trustee, and the Trustee shall notify holders of Convertible Subordinated Notes in writing writing, of such occurrence and shall make an offer (the "Fundamental Change Offer") to repurchase all Convertible Subordinated Notes then outstanding at a repurchase price in cash (the "Fundamental Change Payment") equal to 100% of the Principal Amount principal amount thereof, plus accrued and unpaid interest (if the Fundamental Change Payment Date is also an Interest Payment Date, accrued and Registration Default Damages, if any (unpaid interest will be paid to the "holders of record of Convertible Notes on the Record Date rather than included in the Fundamental Change Payment"), to, but excluding, the Fundamental Change Payment Date (as defined below). Notice of a Fundamental Change shall be mailed by or at the direction of the Company Trustee to the holders of Convertible Subordinated Notes as shown on the Register of such holders maintained and to beneficial owners as required by the Registrar law not more than 20 30 days after the applicable Fundamental Change Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Fundamental Change Offer shall remain open until a specified date (the "Fundamental Change Offer Termination Date") which is at least 20 Business Days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $1,000 of Principal Amount in exchange for cash. Payment shall be made by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section on a specified Business Day the day (the "Fundamental Change Payment Date") which shall be no later than 60 days the sixtieth day after the date of the notice of the applicable Fundamental Change. The notice, which shall govern the terms of the Fundamental Change Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Fundamental Change. Following a Fundamental Change (the date of each such occurrence being the "“Fundamental Change Date"”), the Company shall notify the holders of Convertible Subordinated Notes in writing of such occurrence and shall make an offer (the "“Fundamental Change Offer"”) to repurchase all Convertible Subordinated Notes then outstanding at a repurchase price in cash (the “Fundamental Change Payment”) equal to 100% of the Principal Amount principal amount thereof, plus accrued and unpaid interest and Registration Default DamagesAdditional Interest, if any (the "Fundamental Change Payment")any, to, but excluding, the Fundamental Change Payment Date (as defined below). In connection with a repurchase upon Fundamental Change, the Company shall comply with all applicable federal and state securities laws, including but not limited to, the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act, and file Schedule TO or any other required schedule under the Exchange Act. Notice of a Fundamental Change shall be mailed by or at the direction of the Company to the holders of Convertible Subordinated Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Fundamental Change Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Fundamental Change Offer shall remain open until a specified date (the "“Fundamental Change Offer Termination Date"”) which is at least 20 until the Business Days from Day prior to the date Fundamental Change Payment Date or such notice is mailedlonger period as required by Federal securities laws. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $1,000 of Principal Amount in exchange for cash. Payment shall be made by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section 4.06 on a specified the first Business Day (the "“Fundamental Change Payment Date"”) which shall be no later than 60 days that is 20 Business Days after the applicable date of the notice of Fundamental ChangeChange or such longer period as required by Federal securities laws. The notice, which shall govern the terms of the Fundamental Change Offer, shall identify the Convertible Notes (including CUSIP numbers) and shall include such disclosures as are required by law and shall state:

Repurchase Upon Fundamental Change. Following Upon the occurrence of a Fundamental Change Change, each Holder shall have the right, at such Holder’s option, subject to the terms and conditions of this Article 3, to require the Company to repurchase for cash all or any portion of such Holder’s Notes in integral multiples of $1,000 principal amount at a price (the date of each such occurrence being the "“Fundamental Change Date"), the Company shall notify the holders of Convertible Subordinated Notes in writing of such occurrence and shall make an offer (the "Fundamental Change Offer"Repurchase Price”) to repurchase all Convertible Subordinated Notes then outstanding at a repurchase price in cash equal to 100% of the Principal Amount thereofprincipal amount of the Notes to be repurchased, plus accrued and unpaid interest and Registration Default Damages(including Additional Interest, if any (the "Fundamental Change Payment"), any) to, but excluding, the Fundamental Change Repurchase Date; provided that if the Fundamental Change Repurchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the interest accrued to such Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to the principal amount of Notes subject to repurchase and shall not include any accrued and unpaid interest (as defined belowincluding Additional Interest, if any). Notice Upon a valid exercise of such an option, the Company shall be required to repurchase the Notes on a date selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no earlier than 20 days or later than 35 days after the date on which the Company mails the notice contemplated by this Section 3.01, subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.01(c). Within 10 Trading Days after the effective date of a Fundamental Change, and, with respect to a Fundamental Change shall be mailed by or at the direction described in clause (ii) of the Company definition thereof, at least 10 Trading Days prior to the holders of Convertible Subordinated Notes as shown on the Register anticipated effective date of such holders maintained by Fundamental Change, the Registrar not more than 20 days after Company shall mail a written notice of the applicable Fundamental Change Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy first class mail (or send pursuant to Applicable Procedures) to the Trustee and to each Holder at their addresses shown in the Paying Agentregister of the Registrar (and to beneficial owners as required by applicable law). The notice shall include a form of written notice (a “Fundamental Change Offer shall remain open until a specified date (the "Fundamental Change Offer Termination Date"Repurchase Notice”) which is at least 20 Business Days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $1,000 of Principal Amount in exchange for cash. Payment shall be made completed by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section on a specified Business Day (the "Fundamental Change Payment Date") which shall be no later than 60 days after the applicable Fundamental Change. The notice, which shall govern the terms of the Fundamental Change Offer, shall include such disclosures as are required by law Noteholder and shall state: