Common use of When Notes Disregarded Clause in Contracts

When Notes Disregarded. (a) Except as otherwise provided under Section 3.07 and Section 3.11, in determining whether the Holders of the required principal amount of the Notes have concurred in any direction, waiver or consent, the Notes owned by the Company or by any Person directly or indirectly controlling, or controlled by, or under direct or indirect common control with the Company will be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. (b) Notwithstanding any provision to the contrary in this Indenture (including Section 12.04(a) hereof), in determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn their Notes in a Change of Control Offer, other tender offer or offer to purchase for all of the Notes, as applicable, Notes owned by any Affiliate of the Issuers or funds controlled or managed by any Affiliate of the Issuers, or any successor thereof, shall be deemed to be outstanding for the purposes of such Change of Control Offer, tender offer or offer to purchase, as applicable.

When Notes Disregarded. (a) Except as otherwise provided under Section in Sections 3.07 and Section 3.114.03, in determining whether the Holders of the required principal amount of the Notes have concurred in any direction, waiver or consent, the Notes owned by the Company Issuer or by any Person directly or indirectly controlling, or controlled by, or under direct or indirect common control with the Company Issuer will be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. (b) Notwithstanding any provision to the contrary in this Indenture (including Section 12.04(a) hereof), in determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn their Notes in a Change of Control Offer, other tender offer or offer to purchase for all of the Notes, as applicable, Notes owned by any Affiliate of the Issuers or funds controlled or managed by any Affiliate direct or indirect shareholder of the IssuersCompany, or any successor thereof, shall be deemed to be outstanding for the purposes of such Change any change of Control Offer, tender offer or offer control redemption pursuant to purchase, as applicableSection 3.11 hereof.

When Notes Disregarded. (a) Except as otherwise provided under Section in Sections 3.07 and Section 3.114.03, in determining whether the Holders of the required principal amount of the Notes have concurred in any direction, waiver or consent, the Notes owned by the Company Issuer or by any Person directly or indirectly controlling, or controlled by, or under direct or indirect common control with the Company Issuer will be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. (b) Notwithstanding any provision to the contrary in this Indenture (including Section 12.04(a) hereof), in determining whether the Holders of at least 90% of the aggregate principal LEGAL_EU # 16733244.6 134 amount of the then outstanding Notes have validly tendered and not validly withdrawn their Notes in a Change of Control Offer, other tender offer or offer to purchase for all of the Notes, as applicable, Notes owned by any Affiliate of the Issuers or funds controlled or managed by any Affiliate direct or indirect shareholder of the IssuersCompany, or any successor thereof, shall be deemed to be outstanding for the purposes of such Change any change of Control Offer, tender offer or offer control redemption pursuant to purchase, as applicableSection 3.11 hereof.

When Notes Disregarded. (a) Except as otherwise provided under Section 3.07 and Section 3.11, in In determining whether the Holders of the required principal amount of the Notes have concurred in any direction, waiver or consent, the Notes owned by the Company Issuer, any Guarantor or by any Person directly or indirectly controlling, controlling or controlled by, by or under direct or indirect common control with the Company will Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee knows are so owned shall be so disregarded. Subject Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. (b) Notwithstanding any provision . Upon the reasonable request of the Trustee, the Issuer shall furnish to the contrary in this Indenture (including Section 12.04(a) hereof)Trustee promptly one or more Officer’s Certificates listing and identifying all Notes, in determining whether if any, known by the Holders Issuer to be owned or held by or for the account of at least 90% any of the aggregate principal amount above-described persons, and the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the then outstanding Notes have validly tendered facts therein set forth and not validly withdrawn their Notes in a Change of Control Offer, other tender offer or offer to purchase for all of the Notes, as applicable, fact that all Notes owned by any Affiliate of the Issuers or funds controlled or managed by any Affiliate of the Issuers, or any successor thereof, shall be deemed to be not listed therein are outstanding for the purposes purpose of any such Change of Control Offer, tender offer or offer to purchase, as applicabledetermination.