Common use of Right to Redeem the Clause in Contracts

Right to Redeem the. Notes on or After the Redemption Trigger Date. Subject to the terms of this Section 4.04, the Company has the right, at its election, to redeem all, or any whole number, of the Notes, at any time, and from time to time, on a Redemption Date on or after the Redemption Trigger Date and on or before the fortieth (40th) Scheduled Trading Day immediately before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if (a)(i) on (x) each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the Redemption Notice Date for such Redemption; and (y) the Trading Day immediately before such Redemption Notice Date, the Last Reported Sale Price per share of Common Stock exceeds, (1) if such Redemption Notice Date occurs on or prior to December 15, 2027, two hundred percent (200%) of the Conversion Price, or (2) if such Redemption Notice Date occurs after December 15, 2027, two hundred and thirty percent (230%) of the Conversion Price or (ii) the Redemption Trigger Date is the effective date of a Fundamental Change pursuant to the proviso of the definition of “Redemption Trigger Date” herein; and (b) if the Company (or the Underlying Issuer) is a Rule 144(i) Issuer, the Liquidity Conditions have been satisfied; provided, however, that the Company will not be entitled to call less than all of the outstanding Notes for Redemption unless the excess of the principal amount of Notes outstanding as of the time the Company sends the related Redemption Notice over the aggregate principal amount of Notes set forth in such Redemption Notice as being subject to such Redemption is at least $100,000,000.” Section 3. By signing this Amendment, the Company and the Guarantor hereby confirms that the obligations of the Company and the Guarantor under the Indenture (as modified or supplemented hereby) or the Notes, (i) are entitled to the benefits of the Guarantees set forth in the Indenture (as modified or supplemented hereby) or the Notes, (ii) constitute “Guaranteed Obligations” or other similar term for purposes of Indenture (as modified or supplemented hereby) or the Notes, and (iii) notwithstanding the effectiveness of the terms hereof, the Guarantee set forth in the Indenture (as modified or supplemented hereby) or the Notes is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects (giving effect to the amendments set forth herein). Section 4. The parties hereto acknowledge and agree that, for U.S. federal and applicable state and local income tax purposes, the effectuation of the Proposed Amendments is not intended to be treated as resulting in a significant modification of the Notes within the meaning of Section 1.1001-3 of the U.S. Treasury regulations, and agree not to file tax returns or report in a manner inconsistent with such treatment unless required by a change in applicable law after the date hereof or a final “determination” within the meaning of Section 1313(a) of the Code. Section 5. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. Section 6. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument. Section 7. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read together. Except as expressly amended hereby, the Indenture shall remain in full force and effect. Section 8. The recitals and statements herein are deemed to be those of the Company and the Undersigned and not the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for the recitals.