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

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Issuer will make an offer (a “Change of Control Offer”) to purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (the “change of control payment”) or (ii) Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and any third party purchases all of the Notes validly tendered and not withdrawn by such holders. (b) If Noteholders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes pursuant to Section 4.11(a)(ii) and the Issuer, or any third party making a Change of Control Offer, in lieu of the Issuer as described above, elects to purchase all of the notes properly tendered by such noteholders, the Issuer or such third party will have the right upon notice given not more than 60 days following such tendering of notes pursuant to the Change of Control Offer (and not less than 10 days prior to the date fixed for such redemption pursuant to the Change of Control Offer), to redeem on the date of redemption pursuant to the Change of Control Offer, any and all notes that would remain outstanding following such Change of Control Offer, at a price in cash equal to the change of control payment.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Issuer Company will make an offer (a “Change of Control Offer”) Offer to purchase Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the “change right of control payment”Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) or The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (iic) In the event that Holders of not less than 90% in of the aggregate principal amount of the outstanding Notes validly tender accept an Offer to Purchase and do not withdraw such Notes in such tender offer and any the Company (or a third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes validly tendered and not withdrawn held by such holders. (b) If Noteholders of Holders, the Company will have the right, upon not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes pursuant to Section 4.11(a)(ii) and the Issuer30 nor more than 60 days’ prior notice, or any third party making a Change of Control Offer, in lieu of the Issuer as described above, elects to purchase all of the notes properly tendered by such noteholders, the Issuer or such third party will have the right upon notice given not more than 60 30 days following such tendering of notes the purchase pursuant to the Change of Control Offer (and not less than 10 days prior to the date fixed for such redemption pursuant to the Change of Control Offer)Purchase described above, to redeem on all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the principal amount plus accrued and unpaid interest to the date of redemption pursuant (subject to the Change right of Control Offer, any and all notes that would remain outstanding following such Change of Control Offer, at a price in cash equal Holders on the relevant Regular Record Date to receive interest due on the change of control paymentrelevant Interest Payment Date).

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Issuer Company will make an offer (a “Change of Control Offer”) Offer to purchase Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the “change right of control payment”Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) or The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (iic) In the event that Holders of not less than 90% in of the aggregate principal amount of the outstanding Notes validly tender accept an Offer to Purchase and do not withdraw such Notes in such tender offer and any the Company (or a third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes validly tendered and not withdrawn held by such holders. (b) If Noteholders of Holders, the Company will have the right, upon not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes pursuant to Section 4.11(a)(ii) and the Issuer30 nor more than 60 days’ prior notice, or any third party making a Change of Control Offer, in lieu of the Issuer as described above, elects to purchase all of the notes properly tendered by such noteholders, the Issuer or such third party will have the right upon notice given not more than 60 30 days following such tendering of notes the purchase pursuant to the Change of Control Offer (and not less than 10 days prior to the date fixed for such redemption pursuant to the Change of Control Offer)Purchase described above, to redeem on all of the date of redemption pursuant to the Change of Control Offer, any and all notes Notes that would remain outstanding following such Change of Control Offer, purchase at a redemption price in cash equal to 101% of the change principal amount plus accrued interest to the date of control paymentpurchase (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Issuer Company has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Issuer Company will make an offer (a “Change of Control Offer”) Offer to purchase Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (the “change of control payment”) or (ii) Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and any third party purchases all of the Notes validly tendered and not withdrawn by such holders. (b) If Noteholders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes pursuant to Section 4.11(a)(ii) and the IssuerCompany, or any third party making a Change of Control Offer, an Offer to Purchase in lieu of the Issuer Company as described above, elects to purchase all of the notes properly tendered by such noteholders, the Issuer Company or such third party will have the right upon notice given not more than 60 days following such tendering of notes pursuant to the Change of Control Offer to Purchase (and not less than 10 days prior to the date fixed for such redemption pursuant to the Change of Control OfferOffer to Purchase), to redeem on the date of redemption pursuant to the Change of Control OfferOffer to Purchase, any and all notes that would remain outstanding following such Change of Control OfferOffer to Purchase, at a price in cash equal to the change of control payment.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Issuer Company will make an offer (a “Change of Control Offer”) Offer to purchase Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the “change right of control payment”Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) or The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (iic) In the event that Holders of not less than 90% in of the aggregate principal amount of the outstanding Notes validly tender accept an Offer to Purchase and do not withdraw such Notes in such tender offer and any the Company (or a third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes validly tendered and not withdrawn held by such holders. (b) If Noteholders of Holders, the Company will have the right, upon not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes pursuant to Section 4.11(a)(ii) and the Issuer30 nor more than 60 days’ prior notice, or any third party making a Change of Control Offer, in lieu of the Issuer as described above, elects to purchase all of the notes properly tendered by such noteholders, the Issuer or such third party will have the right upon notice given not more than 60 30 days following such tendering of notes the purchase pursuant to the Change of Control Offer (and not less than 10 days prior to the date fixed for such redemption pursuant to the Change of Control Offer)Purchase described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the principal amount plus accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption pursuant (subject to the Change right of Control Offer, any and all notes that would remain outstanding following such Change of Control Offer, at a price in cash equal Holders on the relevant Regular Record Date to receive interest due on the change of control paymentrelevant Interest Payment Date).

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Issuer Company has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Issuer Company will make an offer (a “Change of Control Offer”) Offer to purchase Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to to, but excluding, the date of purchase (the “change of control payment”) or (ii) Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and any third party purchases all of the Notes validly tendered and not withdrawn by such holdersaccordance with Section 3.04. (b) If Noteholders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes Notes pursuant to an Offer to Purchase in connection with a Change of Control as described in Section 4.11(a)(ii4.11(a) and the IssuerCompany, or any third party making a Change of Control Offer, an Offer to Purchase in lieu of the Issuer Company as described above, elects to purchase all of the notes Notes properly tendered by such noteholdersNoteholders, the Issuer Company or such third party will have the right upon notice given in accordance with Section 3.03 not more than 60 days following such tendering of notes Notes pursuant to the Change of Control Offer to Purchase (and not less than 10 days prior to the date fixed for such redemption pursuant to the Change of Control OfferOffer to Purchase), to redeem on the date of redemption pursuant to the Change of Control OfferOffer to Purchase, any and all notes Notes that would remain outstanding following such Change of Control OfferOffer to Purchase, at a price in cash equal to the change of control payment.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Issuer Company has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Issuer Company will make an offer (a “Change of Control Offer”) Offer to purchase Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (the “change of control payment”) or (ii) Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and any third party purchases all of the Notes validly tendered and not withdrawn by such holders. (b) If Noteholders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes pursuant to Section 4.11(a)(ii) and the IssuerCompany, or any third party making a Change of Control Offer, an Offer to Purchase in lieu of the Issuer Company as described above, elects to purchase all of the notes Notes properly tendered by such noteholders, the Issuer Company or such third party will have the right upon notice given not more than 60 days following such tendering of notes pursuant to the Change of Control Offer to Purchase (and not less than 10 days prior to the date fixed for such redemption pursuant to the Change of Control OfferOffer to Purchase), to redeem on the date of redemption pursuant to the Change of Control OfferOffer to Purchase, any and all notes that would remain outstanding following such Change of Control OfferOffer to Purchase, at a price in cash equal to the change of control payment.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Issuer Company will make an offer (a “Change of Control Offer”) Offer to purchase Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the “change right of control payment”Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) or The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (iic) In the event that Holders of not less than 90% in of the aggregate principal amount of the outstanding Notes validly tender accept an Offer to Purchase and do not withdraw such Notes in such tender offer and any the Company (or a third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes validly tendered and not withdrawn held by such holders. (b) If Noteholders of Holders, the Company will have the right, upon not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes pursuant to Section 4.11(a)(ii) and the Issuer30 nor more than 60 days’ prior notice, or any third party making a Change of Control Offer, in lieu of the Issuer as described above, elects to purchase all of the notes properly tendered by such noteholders, the Issuer or such third party will have the right upon notice given not more than 60 30 days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the Notes that remain outstanding following such tendering of notes pursuant purchase at a redemption price equal to the Change of Control Offer (and not less than 10 days prior Payment plus, to the date fixed for such redemption pursuant to extent not included in the Change of Control Offer)Payment, accrued and unpaid interest on the Notes that remain outstanding, to redeem on the date of redemption pursuant (subject to the Change right of Control Offer, any and all notes that would remain outstanding following such Change of Control Offer, at a price in cash equal Holders on the relevant record date to receive interest due on the change of control paymentrelevant Interest Payment Date).