Common use of Designated Event Offer Clause in Contracts

Designated Event Offer. (a) In the event that, pursuant to Section 4.08 hereof, the Company shall commence a Designated Event Offer, the Company shall follow the procedures in this Section 3.08. (b) The Designated Event Offer shall remain open for a period specified by the Company which shall be no less than 30 calendar days and no more than 40 calendar days following its commencement on the date of the mailing of notice in accordance with Section 4.08(b) hereof (the “Commencement Date”), except to the extent that a longer period is required by applicable law (the “Tender Period”). Upon the expiration of the Tender Period (the “Designated Event Payment Date”), the Company shall purchase the principal amount of Securities required to be purchased pursuant to Section 4.08 hereof (the “Offer Amount”). (c) If the Designated Event Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest, to the related interest payment date will be paid to the person in whose name a Security is registered at the close of business on such record date, and no additional interest, will be payable to Securityholders who tender Securities pursuant to the Designated Event Offer. (d) The Company shall provide the Trustee with written notice of the Designated Event Offer at least 10 Business Days before the Commencement Date. (e) On or before the Commencement Date, the Company or the Trustee (at the request and expense of the Company) shall send, by first class mail, a notice to each of the Securityholders, which shall govern the terms of the Designated Event Offer and shall state: (i) that the Designated Event Offer is being made pursuant to this Section 3.08 and Section 4.08 hereof and that all Securities tendered will be accepted for payment; (ii) the purchase price (as determined in accordance with Section 4.08 hereof), the length of time the Designated Event Offer will remain open and the Designated Event Payment Date; (iii) that any Security or portion thereof not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Designated Event Payment, any Security or portion thereof accepted for payment pursuant to the Designated Event Offer shall cease to accrue interest, after the Designated Event Payment Date; (v) that Securityholders electing to have a Security or portion thereof purchased pursuant to any Designated Event Offer will be required to surrender the Security, with the form entitled “Option of Securityholder To Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Designated Event Payment Date; (vi) that Securityholders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Designated Event Payment Date, or such longer period as may be required by law, a letter or a telegram, telex, facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Securityholder, the principal amount of the Security or portion thereof the Securityholder delivered for purchase and a statement that such Securityholder is withdrawing his election to have the Security or portion thereof purchased; and (vii) that Securityholders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. In addition, the notice shall contain all instructions and materials that the Company shall reasonably deem necessary to enable such Securityholders to tender Securities pursuant to the Designated Event Offer. (f) On or prior to the Designated Event Payment Date, the Company shall irrevocably deposit with the Trustee or a Paying Agent in immediately available funds an amount equal to the Offer Amount to be held for payment in accordance with the terms of this Section 3.08. On the Designated Event Payment Date, the Company shall, to the extent lawful, (i) accept for payment the Securities or portions thereof tendered pursuant to the Designated Event Offer, (ii) deliver or cause to be delivered to the Trustee Securities so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating such Securities or portions thereof have been accepted for payment by the Company in accordance with the terms of this Section 3.

Designated Event Offer. (a) In the event that, pursuant to Section 4.08 hereof, the Company shall commence a Designated Event Offer, the Company shall follow the procedures in this Section 3.08. (b) The Designated Event Offer shall remain open for a period specified by the Company which shall be no less than 30 calendar days and no more than 40 calendar days following its commencement on the date of the mailing of notice in accordance with Section 4.08(b) 4.08 hereof (the “"Commencement Date”"), except to the extent that a longer period is required by applicable law (the “"Tender Period”"). Upon the expiration of the Tender Period (the “"Designated Event Payment Date”"), the Company shall purchase the principal amount of Securities required to be purchased pursuant to Section 4.08 hereof (the “"Offer Amount”"). (c) If the Designated Event Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest, to the related interest payment date will be paid to the person in whose name a Security is registered at the close of business on such record date, and no additional interest, will be payable to Securityholders who tender Securities pursuant to the Designated Event Offer. (d) The Company shall provide the Trustee with written notice of the Designated Event Offer at least 10 Business Days before the Commencement Date. (e) On or before the Commencement Date, the Company or the Trustee (at the request and expense of the Company) shall send, by first class mail, a notice to each of the Securityholders, which shall govern the terms of the Designated Event Offer and shall state: (i) that the Designated Event Offer is being made pursuant to this Section 3.08 and Section 4.08 hereof and that all Securities tendered will be accepted for payment; (ii) the purchase price (as determined in accordance with Section 4.08 hereof), the length of time the Designated Event Offer will remain open and the Designated Event Payment Date; (iii) that any Security or portion thereof not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Designated Event Payment, any Security or portion thereof accepted for payment pursuant to the Designated Event Offer shall cease to accrue interest, after the Designated Event Payment Date; (v) that Securityholders electing to have a Security or portion thereof purchased pursuant to any Designated Event Offer will be required to surrender the Security, with the form entitled “"Option of Securityholder To Elect Purchase” " on the reverse of the Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Designated Event Payment Date; (vi) that Securityholders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Designated Event Payment Date, or such longer period as may be required by law, a letter or a telegram, telex, facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Securityholder, the principal amount of the Security or portion thereof the Securityholder delivered for purchase and a statement that such Securityholder is withdrawing his election to have the Security or portion thereof purchased; and (vii) that Securityholders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. In addition, the notice shall contain all instructions and materials that the Company shall reasonably deem necessary to enable such Securityholders to tender Securities pursuant to the Designated Event Offer. (f) On or prior to the Designated Event Payment Date, the Company shall irrevocably deposit with the Trustee or a Paying Agent in immediately available funds an amount equal to the Offer Amount to be held for payment in accordance with the terms of this Section 3.08. On the Designated Event Payment Date, the Company shall, to the extent lawful, (i) accept for payment the Securities or portions thereof tendered pursuant to the Designated Event Offer, (ii) deliver or cause to be delivered to the Trustee Securities so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating such Securities or portions thereof have been accepted for payment by the Company in accordance with the terms of this Section 3.

Designated Event Offer. (a) In the event that, pursuant to Section 4.08 4.07 hereof, the Company shall commence a Designated Event Offer, the Company shall follow the procedures in this Section 3.08. (b) The Designated Event Offer shall remain open for a period specified by the Company which shall be no less than 30 calendar days and no more than 40 calendar 60 days following its commencement on from and including the date of the mailing of notice in accordance with Section 4.08(b3.08(d) hereof (the “"Commencement Date”"), except to the extent that a longer period is required by applicable law (the “"Tender Period”"). Upon On the expiration of the Tender Period day (the “"Designated Event Payment Date”)") immediately following the last day of the Tender Period, the Company shall purchase the principal amount of Securities required to be purchased pursuant to Section 4.08 hereof (the “Offer Amount”)duly surrendered for repurchase and not withdrawn. (c) If the a Designated Event Payment Date is on or after an interest payment a record date and on or before the related interest payment date, any accrued interestinterest and Liquidated Damages, if any, to the related interest payment date will be paid to the person persons in whose name a Security is names the Securities (or one or more predecessor Securities) are registered at the close of business on such record date, notwithstanding the repurchase of any such Securities on such Designated Event Payment Date, and no additional interestinterest or Liquidated Damages, if any, will be payable to Securityholders Noteholders who tender Securities pursuant to the for purchase on such Designated Event OfferPayment Date. (d) The Company shall provide the Trustee with written notice of the Designated Event Offer at least 10 Business Days before the Commencement Date. (e) On or before Within 30 days following any Designated Event, unless the Commencement DateCompany is entitled to and has previously elected to redeem all of the outstanding Securities at its option and has previously given holders notice of its intention to redeem all of the outstanding Securities in accordance with Article III of this Indenture, the Company or the Trustee (at the request and expense of the Company) shall send, by first class mail, a notice to each of the SecurityholdersNoteholders, which shall govern the terms of the Designated Event Offer and shall state: (i) that the Designated Event Offer is being made pursuant to this Section 3.08 and Section 4.08 4.07 hereof and that all Securities validly tendered will be accepted for payment; (ii) the purchase price (as determined in accordance with Section 4.08 4.07 hereof , subject to Section 3.08(c) hereof), the length of time the Designated Event Offer will remain open and the Designated Event Payment Date; (iii) that any Security or portion thereof not validly tendered or accepted for payment will continue to accrue interestinterest and Liquidated Damages, if applicable, and will continue to have conversion rights; (iv) that, unless the Company defaults in the payment of the Designated Event Payment, any Security or portion thereof accepted for payment pursuant to the Designated Event Offer shall cease to accrue interestinterest and Liquidated Damages, if applicable, from and after the Designated Event Payment Date and will cease to have conversion rights after the Designated Event Payment Date; (v) that Securityholders Noteholders electing to have a Security or portion thereof purchased pursuant to any Designated Event Offer will be required to surrender the Security, with the form entitled “"Option of Securityholder Noteholder To Elect Purchase” " on the reverse of the Security completed, to the a Paying Agent at the address specified in the notice (which shall include and address in the Borough of Manhattan, The City of New York) prior to the close of business on the third Business Day preceding the Designated Event Payment Date; (vi) that Securityholders Noteholders will be entitled to withdraw their election if the a Paying Agent receives, not later than the close of business on the second Business Day preceding the Designated Event Payment Date, or such longer period as may be required by law, a letter or a telegram, telex, facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the SecurityholderNoteholder, the principal amount of the Security Securities or portion thereof the Securityholder delivered for purchase and a statement that such Securityholder Noteholder is withdrawing his election to have the Security such Securities or portion portions thereof purchased; and (vii) that Securityholders Noteholders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. In addition, the notice shall contain all instructions instructions, other information and materials that the Company shall reasonably deem necessary to enable such Securityholders Noteholders to tender Securities pursuant to the Designated Event OfferOffer or to withdraw tendered Securities. If the Company is not required to mail such notice because, as provided above, it has previously given notice of its intention to redeem the Securities in whole but the Company thereafter defaults in the payment of the redemption price (including accrued interest and Liquidated Damages, if any) on any of the Securities on the relevant redemption date, then the Company shall be required to give notice pursuant to this Section 3.08(e) no later than the second Business Day following such redemption date, in which case the Tender Period shall be 30 days except to the extent that a longer period is required by applicable law. In the event that the Company is required by applicable law to extend the Tender Period beyond the Designated Event Payment Date set forth in such notice, the Company will, as promptly as possible, issue a press release and send notice to holders announcing such extension and the new Designated Event Payment Date, which press release and notice shall state the new deadlines for surrendering and withdrawing Securities. (f) On or prior Prior to 10:00 A.M. (New York City Time) on the Designated Event Payment Date, the Company shall irrevocably deposit with the Trustee or a the Paying Agent in immediately available funds an amount equal to the Offer Amount Designated Event Payment in respect of all Securities or portions thereof validly tendered and not withdrawn, such funds to be held for payment in accordance with the terms of this Section 3.08. On the Designated Event Payment Date, the Company shall, to the extent lawful, (i) accept for payment the Securities or portions thereof tendered pursuant to the Designated Event Offer, (ii) deliver or cause to be delivered to the Trustee Securities so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating such Securities or portions thereof have been accepted for payment by the Company in accordance with the terms of this Section 3.