Common use of Right to Require Repurchase Clause in Contracts

Right to Require Repurchase. If a Change of Control occurs, each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), pursuant to a Change of Control Offer. In the Change of Control Offer, the Company shall offer (a "Change of Control Offer") a payment equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to but excluding the Repurchase Date (the "Repurchase Price"); provided, however, that installments of interest on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. If In the event that a Change of in Control occurs(as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or an integral multiples multiple of U.S. $1,000 in excess thereof1,000), pursuant to a Change on the date (the "Repurchase Date") that is 30 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 16.2) for cash at a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to but excluding the Repurchase Date (the "Repurchase Price"); provided) plus interest accrued and unpaid to, howeverbut excluding, that installments of interest on Notes whose Stated Maturity is on or prior to the Repurchase Date. If the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be payable paid to the Holders Holder of such Notes, or one or more Predecessor Notes, registered as such Record on the relevant Record Date according to their terms. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceNote on such interest payment date. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. If In the event that a Change of Control occursRepurchase Event (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding Outstanding after such repurchase is equal to U.S. $1,000 or an integral multiples multiple of U.S. $1,000 in excess thereof1,000), pursuant to a Change on the date (the "Repurchase Date") that is 60 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 12.5) for cash at a "Change of Control Offer") a payment purchase price equal to 100101% of the aggregate principal amount of such Notes in the Notes to be repurchased plus interest accrued to but excluding event that the Repurchase Date Event is the event specified in clause (i) of the definition such term and 112% of the aggregate principal amount of such Notes in the event that the Repurchase Event is an event specified in clause (ii) or clause (iii) of the definition of such term (the "Repurchase Price"); provided, howeverplus interest accrued and unpaid to, that installments of interest on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms. At the option of the Companybut excluding, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceDate. Whenever in this Indenture Note there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.Note

Right to Require Repurchase. If In the event that a Change of in Control occurs(as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof 1,000, on the date (provided the "Repurchase Date") that no single Note may be repurchased in part unless is 45 days after the portion date of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 Company Notice (as defined in excess thereof), pursuant to Section 14.2) at a Change of Control Offer. In the Change of Control Offer, the Company shall offer (a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to but excluding the Repurchase Date (the "Repurchase Price"); provided, however, that installments of together in each case with accrued interest on Notes whose Stated Maturity is on or prior to the Repurchase Date Date. Such right to require the repurchase of the Notes shall be payable not continue after a discharge of the Company from its obligations with respect to the Holders of Notes in accordance with Article Four, unless a Change in Control shall have occurred prior to such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their termsdischarge. At the option of the Company, the Repurchase Price may be paid in cash orpaid, subject to the fulfillment by the Company of the conditions set forth Section 11.02below, by delivery of shares of Common Stock having a fair market value equal Stock. However, the failure of the Company to pay the Repurchase PricePrice on the Repurchase Date either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for purposes of Section 5.1(b) hereof notwithstanding the Company's inability to comply with provisions of or satisfy any conditions set forth in this Section 14.1. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(b) and 5.8) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided that for the purposes of Article Fourteen such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. If In the event that a Change of Control occursRepurchase Event (as hereinafter defined) shall occur, then each Holder holder shall have the right, at the Holderholder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holderholder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof U.S.$1,000 (provided that no single Note -80- 81 may be repurchased in part unless the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 U.S.$1,000 or integral multiples of U.S. $1,000 in excess thereofU.S.$1,000), pursuant to a Change on the date (the "Repurchase Date") that is 30 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 16.2) for cash at a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to and unpaid interest to, but excluding excluding, the Repurchase Date (the "Repurchase Price"); provided, however, provided that installments of interest on Notes whose Stated Maturity is on or prior to if the Repurchase Date is January 1 or July 1, then the interest payable on such date shall be payable paid to the Holders holder of such Notes, or one or more Predecessor Notes, registered as such record of the Note on the relevant Record Date according to their terms. At the option of the Companynext preceding December 15 or June 15, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Pricerespectively. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. If In the event that a Change of Control occurs(as hereinafter defined) shall occur, then each Holder shall have the right, at the such Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionSecurities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof thereof, on the date (provided the "Repurchase Date") that no single Note may be repurchased in part unless is 45 days after the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), pursuant to a Change of Control Offer. In the Change of Control Offer, date on which the Company shall offer Notice (as defined in Section 14.3) is given to Holders at a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes Securities to be repurchased plus interest accrued to but excluding the Repurchase Date (the "Repurchase Price"); provided, however, that installments of interest on Notes Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such NotesSecurities, or one or more Predecessor NotesSecurities, registered as such on the relevant Record Date according to their termsterms and the provisions of Section 3.8. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.0214.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PricePrice as described in Section 14.2(a). Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this 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 Thirteen, such reference shall be deemed to include reference to the Repurchase Price only if the Repurchase Price is payable in cash.

Right to Require Repurchase. If In the event that a Change of in Control occurs(as hereinafter defined) shall occur, then each Holder shall have the right, at the such Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionSecurities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof thereof, on the date (provided the "Repurchase Date") that no single Note may be repurchased in part unless is 45 days after the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), pursuant to a Change of Control Offer. In the Change of Control Offer, date on which the Company shall offer Notice (as defined in Section 14.3) is given to Holders at a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes Securities to be repurchased plus interest accrued to but excluding the Repurchase Date (the "Repurchase Price"); provided, however, that installments of interest on Notes Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such NotesSecurities, or one or more Predecessor NotesSecurities, registered as such on the relevant Record Date according to their termsterms and the provisions of Section 3.8. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.0214.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PricePrice as described in Section 14.2(a). Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this 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 Thirteen, such reference shall be deemed to include reference to the Repurchase Price only if the Repurchase Price is payable in cash.

Right to Require Repurchase. If In the event that a Change of in Control occurs(as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.028.2., to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 5,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding Outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), pursuant to a Change on the date (the "Repurchase Date") that is 45 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 8.3) at a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to but excluding the Repurchase Date (the "Repurchase Price"); provided, however, that installments of interest on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor NotesSecurities, registered as such on the relevant Record Date according to their termsterms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge or defeasance of the Company from its obligations with respect to the Notes in accordance with the provision of Article Thirteen of the Indenture applicable to the Notes pursuant to Article Four hereof, unless a Change in Control shall have occurred prior to such discharge or defeasance. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.028.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this First Supplemental Indenture, Exhibit A hereto or the Indenture (including Article One hereof and Sections 201, 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this 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 Seven such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. If In the event that a Change of in Control occurs(as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or an integral multiples multiple of U.S. $1,000 in excess thereof1,000), pursuant to a Change on the date (the "REPURCHASE DATE") that is 30 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 15.2) for cash at a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of (the Notes to be repurchased "REPURCHASE PRICE"), plus interest accrued to and unpaid to, but excluding excluding, the Repurchase Date; PROVIDED that if the Repurchase Date (the "Repurchase Price"); provided, however, that installments of interest on Notes whose Stated Maturity is on or prior an Interest Payment Date, then the interest payable on such date shall be paid to the Repurchase Date shall be payable to Holder of record of the Holders of such Notes, or one or more Predecessor Notes, registered as such Note on the relevant next preceding Record Date according to their terms. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceDate. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. If In the event that a Change of in Control occursshall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), pursuant to a Change on the date (the "Repurchase Date") that is 45 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 4.02) at a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to but excluding the Repurchase Date (the "Repurchase Price")) plus interest, if any, accrued but unpaid to, but excluding, the Repurchase Date; provided, however, that installments of interest on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor NotesSecurities, registered as such on the relevant Regular Record Date according to their terms. At terms and the option provisions of Section 3.7 of the CompanyIndenture. In the event that the Repurchase Date is a date between a Regular Record Date and the corresponding Interest Payment Date, the Repurchase Price may be paid in cash or, subject Company shall pay interest on the Notes being repurchased to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceHolder who surrenders such Notes for repurchase. Whenever in this Indenture there is a referenceAny reference herein, in any context, to the principal of any Note as of any time, such reference shall be deemed to include a reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture hereof shall not be construed as excluding the Repurchase Price in those provisions of this Indenture such provision when such express mention is not made.

Right to Require Repurchase. If In the event that a Fundamental Change of Control occursshall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionSecurities, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note Security may be repurchased in part unless the portion of the principal amount of such Note Security to be outstanding Outstanding after such repurchase is equal to U.S. $1,000 U.S.$1,000 or integral multiples of U.S. $1,000 U.S.$1,000 in excess thereof), pursuant to a Change of Control Offer. In on the Change of Control Offer, the Company shall offer (a "Change of Control Offer") a payment equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to but excluding the Repurchase Date date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.2) at the Repurchase Price"); provided, however, that installments of interest on Notes Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such NotesSecurities, or one or more Predecessor NotesSecurities, registered as such on the relevant Regular Record Date according to their termsterms and the provisions of Section 3.7. At Such right to require the option repurchase of the Company, Securities shall not continue after a discharge of the Repurchase Price may be paid in cash or, subject Company from its obligations with respect to the fulfillment by the Company of the conditions set forth Section 11.02Securities in accordance with Article Four, by delivery of shares of Common Stock having unless a fair market value equal Fundamental Change shall have occurred prior to the Repurchase Pricesuch discharge. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. If In the event that a Change of Control occursRepurchase Event (as hereinafter defined) shall occur, then each Holder holder shall have the right, at the Holderholder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holderholder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof1,000), pursuant to a Change on the date (the "Repurchase Date") that is 30 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 16.2) for cash at a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to and unpaid interest to, but excluding excluding, the Repurchase Date (the "Repurchase Price"); providedPROVIDED that if the Repurchase date is March 15 or September 15, however, that installments of then the interest payable on Notes whose Stated Maturity is on or prior such date shall be paid to the Repurchase Date shall be payable to holder of record of the Holders of such Notes, or one or more Predecessor Notes, registered as such Note on the relevant Record Date according to their terms. At the option of the Companynext preceding March 1 or September 1, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Pricerespectively. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. If In the event that a Change of in Control occurs(as hereinafter defined) shall occur, then each Holder holder shall have the right, at the Holderholder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holderholder's Notes not theretofore called for redemptionSecurities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof (provided that no single Note Security may be repurchased in part unless the portion of the principal amount of such Note Security to be outstanding after such repurchase is equal to U.S. $1,000 or an integral multiples multiple of U.S. $1,000 in excess thereof1,000), pursuant to a Change on the date (the "Repurchase Date") that is 30 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 16.2) for cash at a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to but excluding the Repurchase Date (the "Repurchase Price"); provided) plus interest accrued and unpaid interest to, however, that installments of interest on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms. At the option of the Companybut excluding, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceDate. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. If In the event that a Change of in Control occursshall occur, then each Holder of Securities shall have the rightright (the "Repurchase Right"), at the such Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right Repurchase Right the Company shall repurchasepurchase, all of such Holder's Notes not theretofore called for redemption, or any portion Securities on the date (the "Purchase Date") that is 45 days after the date of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), pursuant to Company Notice at a Change of Control Offer. In the Change of Control Offer, the Company shall offer (a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes Securities to be repurchased plus accrued and unpaid interest accrued to but excluding the Repurchase Purchase Date (the "Repurchase Purchase Price"); provided, however, that installments of interest on Notes Securities whose Stated Maturity is on or prior to the Repurchase Purchase Date shall be payable to the Holders of such NotesSecurities, or one or more Predecessor NotesSecurities, registered as such on the relevant Record Date according to their terms. At terms and the option provisions of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price2.07. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Purchase Price payable in respect of such Note Security to the extent that such Repurchase Purchase Price is, was or would be so payable at such time, and express mention of reference to the Repurchase Purchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Purchase Price in those provisions of this Indenture when where such express mention reference is not made.

Right to Require Repurchase. If In the event that a Change of Control occursRepurchase Event (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding Outstanding after such repurchase is equal to U.S. $1,000 or an integral multiples multiple of U.S. $1,000 in excess thereof1,000), pursuant to a Change on the date (the "Repurchase Date") that is 60 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 8.2) for cash at a "Change of Control Offer") a payment purchase price equal to 100101% of the aggregate principal amount of such Notes in the Notes to be repurchased plus interest accrued to but excluding event that the Repurchase Date Event is the event specified in clause (i) of the definition such term and 112% of the aggregate principal amount of such Notes in the event that the Repurchase Event is an event specified in clause (ii) or clause (iii) of the definition of such term (the "Repurchase Price"); provided, howeverplus interest accrued and unpaid to, that installments of interest on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms. At the option of the Companybut excluding, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceDate. Whenever in this Indenture Note there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture Note shall not be construed as excluding the Repurchase Price in those provisions of this Indenture Note when such express mention is not made.

Right to Require Repurchase. If In the event that a Change of in Control occurs(as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionSecurities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof thereof, on the date (provided the "Repurchase Date") that no single Note may be repurchased in part unless is 45 days after the portion date of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 Company Notice (as defined in excess thereof), pursuant to Section 14.02) at a Change of Control Offer. In the Change of Control Offer, the Company shall offer (a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes Securities to be repurchased plus interest accrued to but excluding the Repurchase Date (the "Repurchase Price")) plus interest and Liquidated Damages, if any, accrued to the Repurchase Date; provided, however, that installments of interest on Notes Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such NotesSecurities, or one or more Predecessor NotesSecurities, registered as such on the relevant Record Date according to their termsterms and the provisions of Section 3.07. At Such right to require the option repurchase of the Company, Securities shall not continue after a discharge of the Repurchase Price may be paid in cash or, subject Company from its obligations with respect to the fulfillment by the Company of the conditions set forth Section 11.02Securities in accordance with Article IV, by delivery of shares of Common Stock having unless a fair market value equal Change in Control shall have occurred prior to the Repurchase Pricesuch discharge. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. If In the event that a Change of Control occursRepurchase Event (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or an integral multiples multiple of U.S. $1,000 in excess thereof1,000), pursuant to a Change on the date (the "Repurchase Date") that is 60 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 8.2) for cash at a "Change of Control Offer") a payment purchase price equal to 100101% of the aggregate principal amount of such Notes in the Notes to be repurchased plus interest accrued to but excluding event that the Repurchase Date Event is a Change in Control (as hereinafter defined) and 112% of the aggregate principal amount of such Notes in the event that the Repurchase Event is the failure to obtain the Stockholder Approval on or before February 28, 2000 (the "Repurchase Price"); provided, howeverplus interest accrued and unpaid to, that installments of interest on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms. At the option of the Companybut excluding, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceDate. Whenever in this Indenture Note there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture Note shall not be construed as excluding the Repurchase Price in those provisions of this Indenture Note when such express mention is not made.

Right to Require Repurchase. If In the event that a Change of Control occursRepurchase Event (as hereinafter defined) shall occur, then each Holder holder shall have the right, at the Holderholder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holderholder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof1,000), pursuant to a Change on the date (the "Repurchase Date") that is 30 days after the date of Control Offer. In the Change of Control Offer, the Company shall offer Notice (as defined in Section 16.2) for cash at a "Change of Control Offer") a payment purchase price equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to and unpaid interest to, but excluding excluding, the Repurchase Date (the "Repurchase Price"); provided, however, PROVIDED that installments of interest on Notes whose Stated Maturity is on or prior to if the Repurchase Date is March 15 or September 15, then the interest payable on such date shall be payable paid to the Holders holder of such Notes, or one or more Predecessor Notes, registered as such record of the Note on the relevant Record Date according to their terms. At the option of the Companynext preceding March 1 or September 1, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Pricerespectively. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.