Common use of Acceleration Notice Clause in Contracts

Acceleration Notice. (a) Prior to a Mandatory Acceleration Date, a Bankruptcy Event Date, Sale of Assets Date or the Final Settlement Date, the Company shall have the right at any time or from time to time to accelerate, in whole or in part, the outstanding Securities (a "Company Acceleration") (subject to the notice provisions set forth in this Section). The Company may not exercise its right to accelerate the Securities unless the Current Market Price determined as of the second Business Day immediately preceding the Notice Date is equal to or exceeds the Company Acceleration Price applicable to such Notice Date. Upon the effective date of such acceleration ( a "Company Acceleration Date"), the Agent shall sell, pursuant to Section 4.02(d), at the direction of the Company subject to receipt thereof, the Treasury Notes underlying the Securities accelerated unless the Holder has paid the Stated Amount in cash in accordance with an election made pursuant to Section 4.2(b). The Company shall then deliver to the Agent for the benefit of the Holders thereof in exchange for each such Security accelerated, (i) a number of fully paid and non-assessable shares of Common Stock determined by dividing the Company Acceleration Price in effect on the Company Acceleration Date by the Current Market Price of the Common Stock determined as of the second Business Day immediately preceding the Notice Date applicable to such Company Acceleration Date and (ii) an amount in cash equal to all accrued and unpaid Contract Fees and Deferred Contract Fees, if any, on such Security to and including such Company Acceleration Date (and Contract Fees and Deferred Contract Fees, if any, shall cease to accrue on each Security accelerated as of such date). Accrued interest on the Treasury Notes (and premium in respect of the sale of Treasury Notes) shall be paid to Holders as provided in Section 4.02(d). (b) Immediately prior to the effectiveness of a merger or consolidation of, or a statutory share exchange involving, the Company that results in the conversion or exchange of the Common Stock into, or the right to receive, other securities or other property (whether of the Company or any other entity) (any such merger, consolidation or share exchange being referred to herein as a "Merger or Consolidation"), each outstanding Security shall automatically be settled for (a "Mandatory Acceleration"), unless sooner accelerated: (i) fully paid and non-assessable shares of Common Stock at the Settlement Rate in effect on the effective time on the date of any Merger or Consolidation (the "Mandatory Acceleration Date"); plus

Acceleration Notice. (a) Prior to Unless a Mandatory Acceleration DateAcceleration, a Bankruptcy Event Date, or Sale of Assets Date or occurs prior to the Final Settlement Date, the Company shall have the right at any time or from time to time to accelerate, in whole or in part, the outstanding Securities (a "Company Acceleration") (subject to the notice provisions set forth in this Section). The Company may not exercise its right to accelerate the Securities unless the Current Market Price determined as of the second Business Day immediately preceding the Notice Date is equal to or exceeds the Company Acceleration Price applicable to such Notice Date. Upon the effective date of such acceleration ( a "Company Acceleration Date"), the Agent shall sell, pursuant to Section 4.02(d), at the direction of the Company subject to receipt thereof, the Treasury Notes underlying the Securities accelerated unless the Holder has paid the Stated Amount in cash in accordance with an election made pursuant to Section 4.2(b). The Company shall then deliver to the Agent for the benefit of the Holders thereof in exchange for each such Security accelerated, (i) a number of fully paid and non-assessable shares of Common Stock determined by dividing the Company Acceleration Price in effect on the Company Acceleration Date date established for acceleration by the Current Market Price of the Common Stock determined as of the second Business Day immediately preceding the Notice Date applicable to such Company Acceleration Date and (ii) an amount in cash equal to all accrued and unpaid Contract Fees and Deferred Contract Fees, if any, on such Security to and including such Company Acceleration Date (and Contract Fees and Deferred Contract Fees, if any, shall cease to accrue on each Security accelerated as of such date). Accrued interest on the Treasury Notes (and premium in respect of the sale of Treasury Notes) shall be paid to Holders as provided in Section 4.02(d). (b) Immediately prior to the effectiveness of a merger or consolidation of, or a statutory share exchange involving, the Company that results in the conversion or exchange of the Common Stock into, or the right to receive, other securities or other property (whether of the Company or any other entity) (any such merger, consolidation or share exchange being referred to herein as a "Merger or Consolidation"), each outstanding Security shall automatically be settled for convert into (a "Mandatory Acceleration"), unless sooner accelerated: : (i) fully paid and non-assessable shares of Common Stock at the Settlement Rate in effect on the effective time on the date of any Merger or Consolidation (the "Mandatory Acceleration Date"); plus (ii) the right to receive an amount in cash equal to all accrued and unpaid Contract Fees and Deferred Contract Fees, if any (except as provided in herein) on such Securities to and including the Mandatory Acceleration Date (and Contract Fees and Deferred Contract Fees shall cease to accrue as of the Mandatory Acceleration Date); plus (iii) the right to receive an amount in cash initially equal to $____, declining by $________ on each day following [date] (computed on the basis of a 360-day year of twelve 30-day months) to $_____ on [date] and equal to zero thereafter, in each case determined with reference to the Mandatory Acceleration Date. At the option of the Company, it may deliver on the Mandatory Acceleration Date in lieu of some or all of the cash consideration described in clause (iii) above, fully paid and non-assessable shares of Common Stock. The number of shares of Common Stock to be delivered in lieu of any cash consideration described in such clause (iii) shall be determined by dividing the amount of cash consideration that the Corporation has elected to deliver in Common Stock by the Current Market Price of the Common Stock determined as of the second Business Date immediately preceding the Notice Date. (c) The Company will provide notice of any Acceleration of Securities (including any potential acceleration upon the effectiveness of a Merger or Consolidation) to holders of record of the Securities to be accelerated and the Agent not less than 30 nor more than 60 days prior to the date fixed for such Acceleration, as the case may be; provided, however, that if the effectiveness of a Merger or Consolidation makes it impracticable to provide at least 30 days' notice, the Company shall provide such notice as soon as practicable prior to such effectiveness. Such notice shall be provided by mailing notice of such Acceleration first class postage prepaid, to each holder of record of the Securities to be accelerated, at such holder's address as it appears on the Security Register of the Company, and by publishing notice thereof in The Wall Street Journal or The New York Times or, if neither such newspaper is then being published, any other daily newspaper of national circulation (each, an "Authorized Newspaper"). The "Notice Date" with respect to any notice given by the Company in connection with an Acceleration of the Securities means the earlier of the commencement of the mailing of such notice to Holders of Securities or the date such notice is first published in accordance with the preceding sentence. Each such mailed or published notice shall state, as appropriate, the following:

Acceleration Notice. (a) Prior to a Mandatory Acceleration Date, a Bankruptcy Event Date, Sale of Assets Date or the Final Settlement Date, the Company shall have the right at any time or from time to time to accelerate, in whole or in part, the outstanding Securities (a "Company AccelerationCOMPANY ACCELERATION") (subject to the notice provisions set forth in this Section). The Company may not exercise its right to accelerate the Securities unless the Current Market Price determined as of the second Business Day immediately preceding the Notice Date is equal to or exceeds the Company Acceleration Price applicable to such Notice Date. Upon the effective date of such acceleration ( a "Company Acceleration DateCOMPANY ACCELERATION DATE"), the Agent shall sell, pursuant to Section 4.02(d), at the direction of the Company subject to receipt thereof, the Treasury Notes underlying the Securities accelerated unless the Holder has paid the Stated Amount in cash in accordance with an election made pursuant to Section 4.2(b)402. The Company shall then deliver to the Agent for the benefit of the Holders thereof in exchange for each such Security accelerated, (i) a number of fully paid and non-assessable shares of Common Stock determined by dividing the Company Acceleration Price in effect on the Company Acceleration Date by the Current Market Price of the Common Stock determined as of the second Business Day immediately preceding the Notice Date applicable to such Company Acceleration Date and (ii) an amount in cash equal to all accrued and unpaid Contract Fees and Deferred Contract Fees, if any, on such Security to and including such Company Acceleration Date (and Contract Fees and Deferred Contract Fees, if any, shall cease to accrue on each Security accelerated as of such date). Accrued interest on the Treasury Notes (and premium in respect of the sale of Treasury Notes) shall be paid to Holders as provided in Section 4.02(d). (b) Immediately prior to the effectiveness of a merger or consolidation of, or a statutory share exchange involving, the Company that results in the conversion or exchange of the Common Stock into, or the right to receive, other securities or other property (whether of the Company or any other entity) (any such merger, consolidation or share exchange being referred to herein as a "Merger or ConsolidationMERGER OR CONSOLIDATION"), each outstanding Security shall automatically be settled for (a "Mandatory AccelerationMANDATORY ACCELERATION"), unless sooner accelerated: : (i) fully paid and non-assessable shares of Common Stock at the Settlement Rate in effect on the effective time on the date of any Merger or Consolidation (the "Mandatory Acceleration DateMANDATORY ACCELERATION DATE"); plus (ii) an amount in cash equal to all accrued and unpaid Contract Fees and Deferred Contract Fees, if any, on such Securities to but excluding the Mandatory Acceleration Date (and Contract Fees and Deferred Contract Fees shall cease to accrue as of the Mandatory Acceleration Date); plus (iii) an amount in cash (except as provided below) initially equal to $_____, declining by $_______ on each day following __________, _____ (computed on the basis of a 360-day year of twelve 30-day months) to $_____ on _________, ____ and equal to zero thereafter, in each case determined with reference to the Mandatory Acceleration Date. Accrued interest on the Treasury Notes shall be paid to Holders as provided in Section 4.02(d). At the option of the Company and provided that the Company has sufficient authorized and reserved shares of Common Stock, it may deliver to the Agent, for the benefit of the Holders, on the Mandatory Acceleration Date in lieu of some or all of the cash consideration described in clause (iii) above, fully paid and non-assessable shares of Common Stock. The number of shares of Common Stock to be delivered in lieu of any cash consideration described in such clause (iii) shall be determined by dividing the amount of cash consideration that the Company has elected to deliver in Common Stock by the Current Market Price of the Common Stock determined as of the second Business Day immediately preceding the Notice Date applicable to such Mandatory Acceleration Date. (c) The Company will provide notice of the Final Settlement Date or any earlier Acceleration of Securities (including any potential acceleration upon the effectiveness of a Merger or Consolidation) to the Agent and Holders of record of the Securities to be accelerated not less than 30 nor more than 60 days prior to the Final Settlement Date or the date fixed for such Acceleration; provided, however, that if the effectiveness of a Merger or Consolidation makes it impracticable to provide at least 30 days' notice, the Company shall provide such notice as soon as practicable prior to such effectiveness. Such notice shall be provided by mailing notice of the Final Settlement Date or any earlier Acceleration first class postage prepaid, to each Holder of record of the Securities to be accelerated, at such Holder's address as it appears on the Security Register of the Company, and by publishing notice thereof in The Wall Street Journal or The New York Times or, if neither such newspaper is then being published, any other daily newspaper of national circulation (each, an "AUTHORIZED NEWSPAPER"). Each such mailed or published notice shall state, as appropriate, the following: (i) the Final Settlement Date or the Acceleration Date; (ii) the number of Securities to be accelerated and, if less than all the Securities held by any Holder are to be accelerated, the number of such Securities to be accelerated; (iii) the Settlement Rate or the Company Acceleration Price, as applicable, and, if applicable, the Current Market Price to be used to calculate the number of shares of Common Stock deliverable upon Acceleration; (iv) whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash (in the case of a Mandatory Acceleration) and the Current Market Price to be used to calculate the number of such shares of Common Stock; (v) the place or places where certificates for such Securities are to be surrendered for Acceleration; (vi) whether the Company is depositing with a bank or trust company on or before the Acceleration Date, the shares of Common Stock, and cash, if any, payable by the Company pursuant to this Section 5.08 and the proposed date of such deposit; and (vii) the amount of accrued and unpaid Contract Fees (and Deferred Contract Fees, if any) payable per Security to be accelerated, and that Contract Fees and Deferred Contract Fees on Securities to be accelerated will cease to accrue on such Acceleration Date. (d) The Company's obligation to deliver shares of Common Stock and provide funds in accordance with this Section 508 shall be deemed fulfilled if, on or before an Acceleration Date, the Company shall deposit, with a bank or trust company having an office or agency and doing business in the Borough of Manhattan in The City of New York and having a capital and surplus of at least $50,000,000, such number of shares of Common Stock and funds as are required to be delivered by the Company pursuant to this Section 508 upon the occurrence of the related Acceleration (including the payment of fractional share amounts), together with funds sufficient to pay all accrued and unpaid Contract Fees and Deferred Contract Fees, if any, to be settled as required by this Section 5.08, in trust for the account of the Holders of the Securities to be settled (and so as to be and continue to be available therefor), with irrevocable written instructions and authority to such bank or trust company that such shares and funds be delivered upon settlement of the Securities. Any shares of Common Stock and funds so deposited and unclaimed by Holders of Securities at the end of six years after such Acceleration Date (together with any interest thereon which shall be allowed by the bank or trust company with which such deposit was made) shall be paid by such bank or trust company to the Company, after which the Holder or Holders of such Securities so settled shall look only to the Company for delivery of such shares of Common Stock or funds. Each holder of Securities to be settled shall surrender the certificates evidencing such shares to the Company at the place designated in the notice of such Acceleration and shall thereupon be entitled to receive certificates evidencing shares of Common Stock, and cash, if any, payable pursuant to this Section 508, following such surrender and following the date of such Acceleration. In case fewer than all the Securities represented by any such surrendered certificate are accelerated, a new certificate shall be issued at the expense of the Company representing the unaccelerated Securities. If such notice of Acceleration shall have been duly given, and if on the date fixed for Acceleration, shares of Common Stock and funds, if any, necessary for the settlement of Securities on such date shall have been either set aside by the Company separate and apart from its other funds or assets in trust for the account of the Holders of the Securities so to be settled (and so as to be and continue to be available therefor) or deposited with a bank or trust company as provided above, then, notwithstanding that the certificates evidencing any Securities settled shall not have been surrendered, the Securities represented thereby so settled shall be deemed no longer outstanding, Contract Fees and Deferred Contract Fees, if any, with respect to the Securities so settled shall cease to accrue after the date fixed for Acceleration and all rights with respect to the Securities so settled shall forthwith after such date cease and terminate, except for the right of the Holders to receive the shares of Common Stock and cash, if any, payable pursuant to this Section 508, without interest upon surrender of their certificates therefor. (e) If fewer than all outstanding Securities are to be accelerated, the Securities to be accelerated shall be selected by the Agent by lot.