Common use of Repurchase upon Change of Control Clause in Contracts

Repurchase upon Change of Control. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased, plus accrued and unpaid interest on the Notes repurchased to, but excluding, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company will mail a notice to each Holder (or, in the case of Global Securities, give notice in accordance with the Depositary’s procedures), with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered. The notice shall, if mailed or delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. (b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. (c) On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (i) accept for payment all Notes or portions of Notes (equal to $2,000 or in integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Company’s offer; (ii) deposit with the paying agent an amount equal to the aggregate repurchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company. (d) Interest on the Notes and portions of a Note properly tendered for repurchase pursuant to a Change of Control Repurchase Event and not withdrawn will cease to accrue on and after the payment date for such Change of Control Repurchase Event, unless the Company shall have failed to accept such Notes and such portions of Notes for payment or failed to deposit the aggregate purchase price in respect thereof in accordance with the immediately preceding paragraph. (e) The paying agent will promptly mail to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. (f) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

Repurchase upon Change of Control. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes, the Company will make an offer to each Holder holder of Notes to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of that Holderholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased, repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company will mail a notice to each Holder (or, in the case of Global Securities, give notice in accordance with the Depositary’s procedures)holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or deliveredmailed. The notice shall, if mailed or delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. (b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. (c) On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (i) accept for payment all Notes or portions of Notes (equal to $2,000 or in integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Company’s offer; (ii) deposit with the paying agent an amount equal to the aggregate repurchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being purchased by the Company. (d) Interest on the Notes and portions of a Note properly tendered for repurchase pursuant to a Change of Control Repurchase Event and not withdrawn will cease to accrue on and after the payment date for such Change of Control Repurchase Event, unless the Company shall have failed to accept such Notes and such portions of Notes for payment or failed to deposit the aggregate purchase price in respect thereof in accordance with the immediately preceding paragraph. (e) The paying agent will promptly mail to each Holder holder of Notes properly tendered the repurchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000. (fe) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

Repurchase upon Change of Control. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes, the Company will make an offer to each Holder holder of Notes to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of that Holderholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased, repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company will mail a notice to each Holder (or, in the case of Global Securities, give notice in accordance with the Depositary’s procedures)holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or deliveredmailed. The notice shall, if mailed or delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. (b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. (c) On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (i) accept for payment all Notes or portions of Notes (equal to $2,000 or in integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Company’s offer; (ii) deposit with the paying agent an amount equal to the aggregate repurchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being purchased by the Company. (d) Interest on the Notes and portions of a Note properly tendered for repurchase pursuant to a Change of Control Repurchase Event and not withdrawn will cease to accrue on and after the payment date for such Change of Control Repurchase Event, unless the Company shall have failed to accept such Notes and such portions of Notes for payment or failed to deposit the aggregate purchase price in respect thereof in accordance with the immediately preceding paragraph. (e) The paying agent will promptly mail to each Holder holder of Notes properly tendered the repurchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000. (fe) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

Repurchase upon Change of Control. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the NotesSecurities as provided in Section 2 above, the Company will shall make an offer to each Holder of Notes Securityholder to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof1,000) of that HolderSecurityholder’s Notes Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased, Securities repurchased plus any accrued and unpaid interest on the Notes Securities repurchased to, but excluding, to the date of repurchasepurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of an impending the Change of Control, the Company will shall mail a notice to each Holder (or, in the case of Global Securities, give notice in accordance with the Depositary’s procedures)Securityholder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or deliveredmailed. The notice shall, if mailed or delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. (b) . The Company will shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 3, the Company will shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3, or the Change of Control Repurchase Event provisions of the Notes Indenture by virtue of such conflict. (c) On the Change of Control Repurchase Event payment date, the . The Company willshall, to the extent lawful: (i) : · on the Change of Control payment date, accept for payment all Notes Securities or portions of Notes (equal to $2,000 or in integral multiples of $1,000 in excess thereof) Securities properly tendered pursuant to the Company’s aforementioned offer; (ii) ; · at any time on or prior to the Change of Control payment date, deposit with the paying agent Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all Notes Securities or portions of Notes Securities properly tendered; and (iii) and · on the Change of Control payment date or the Business Day immediately following such date, deliver or cause to be delivered to the Trustee the Notes Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes Securities being purchased by the Company. (d) Interest on the Notes and portions of a Note properly tendered for repurchase pursuant to a Change of Control Repurchase Event and not withdrawn will cease to accrue on and after the payment date for such Change of Control Repurchase Event, unless the Company shall have failed to accept such Notes and such portions of Notes for payment or failed to deposit the aggregate purchase price in respect thereof in accordance with the immediately preceding paragraph. (e) . The paying agent Paying Agent will promptly mail to each Holder Securityholder of Notes Securities properly tendered the repurchase purchase price for the NotesSecurities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder Securityholder a new Note Security equal in principal amount to any unpurchased portion of any Notes Securities surrendered; provided, that each new Note Security will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. (f) above that amount. The Company will shall not be required to make an offer to repurchase the Notes Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes Securities properly tendered and not withdrawn under its offer.

Repurchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Repurchase Event occursTriggering Event, unless the Company has exercised its right to redeem the Notes, the Company will make an offer to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of that such Holder’s 's Notes pursuant to the offer described in Section 4.13 of the Indenture at a repurchase an offer price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased, thereof plus accrued and unpaid interest on the Notes repurchased toand Additional Interest thereon, but excludingif any, to the date of repurchasepurchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of an impending Change of ControlTriggering Event, the Company will shall mail a notice to each Holder (or, in the case of Global Securities, give notice in accordance with the Depositary’s procedures), with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Triggering Event and offering to repurchase Notes on the payment date specified in the such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or deliveredmailed. The notice shall, if mailed or delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. (b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder, thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions for the Change of Control Repurchase Event provisions of the NotesOffer, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under with respect to the Change of Control Repurchase Event provisions of the Notes Offer by virtue of such conflictthereof. (cb) On the Change of Control Repurchase Event payment datePayment Date, the Company willshall, to the extent lawful: , (i1) accept for payment all Notes or portions of Notes (equal to $2,000 or in integral multiples of $1,000 in excess thereof) thereof properly tendered pursuant to the Company’s offer; Change of Control Offer, (ii2) deposit with the paying agent Paying Agent an amount equal to the aggregate repurchase price Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. (d) Interest on the Notes and portions of a Note properly tendered for repurchase pursuant to a Change of Control Repurchase Event and not withdrawn will cease to accrue on and after the payment date for such Change of Control Repurchase Event, unless the Company shall have failed to accept such Notes and such portions of Notes for payment or failed to deposit the aggregate purchase price in respect thereof in accordance with the immediately preceding paragraph. (e) . The paying agent Paying Agent will promptly mail to each Holder of Notes properly so tendered the repurchase price Change of Control Payment for the such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any the Notes surrendered, if any; providedPROVIDED, HOWEVER, that each such new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. (f) . The Company will not be required to make an offer to repurchase publicly announce the Notes upon a results of the Change of Control Repurchase Event if a third party makes such an offer in Offer on or as soon as practicable after the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offerChange of Control Payment Date.