Common use of Change of Control Put Clause in Contracts

Change of Control Put. In the event that a Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single CODES may be repurchased in part unless the portion of the principal amount of such CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the CODES to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such CODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and provisions of Section 2.1 hereof.

Change of Control Put. In (a) Upon the occurrence of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder of PSC Notes or PCC Preferred Stock shall exercise the right to require PSC to repurchase all or any part of such holder's PSC Notes or PCC Preferred Stock, as applicable, upon the occurrence of a "Change of Control shall occurControl" under, and as defined in any applicable PSC Indenture or the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Holder Lender shall, unless the Tranche D Term Loans shall have been accelerated in accordance with Article IX, have the right (each, to require that the Borrower prepay such Lender's Tranche D Term Loans in full at a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject prepayment price equal to the provisions greater of Section 11.2 hereof(i) 101% and (ii) the then applicable Fixed Early Payment Amount, to require the Company to repurchasein either case, and upon the exercise of such right the Company shall repurchase, all of such Holder’s CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single CODES may be repurchased in part unless the portion of the principal amount of such CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the CODES to be repurchased Tranche D Term Loans then outstanding (such amount, the “"Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”Put Amount"), plus accrued and unpaid Interest (including Contingent Interest) tointerest, but excludingif any, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders date of prepayment and all other Obligations due to such CODESTranche D Term Loan Lenders under this Agreement and the other Loan Documents, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to in accordance with the terms and provisions of Section 2.1 hereofcontemplated in paragraph (b) below.

Change of Control Put. In the event that a Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s CODES Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single CODES Debenture may be repurchased in part unless the portion of the principal amount of such CODES Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the CODES Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on CODES Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such CODESDebentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and the provisions of Section 2.1 hereof.

Change of Control Put. In the event that a Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s CODES Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single CODES Debenture may be repurchased in part unless the portion of the principal amount of such CODES Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the CODES Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on CODES Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such CODESDebentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and the provisions of Section 2.1 hereof.

Change of Control Put. In The Issuer or the event that Company shall give the Holder not less than 30 days’ prior written notice of a Change of Control shall occur, each Holder shall have Transaction. Upon the right occurrence of a Change of Control Transaction (each, a the date of such consummation being the “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase RightDate”), at the Holder’s optionHolder of this Debenture shall have the option to elect, but subject to the provisions within 60 days after such Change of Section 11.2 hereofControl Date, to require the Company to repurchase, and upon the exercise of such right Issuer or the Company shall repurchaseor the acquiring entity to repurchase this Debenture, all in whole or in part, in integral multiples of such Holder’s CODES not theretofore called for redemption$1,000, or any portion in cash at the Change of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder Control Price determined pursuant to this Section 11.3 (provided that no single CODES may be repurchased in part unless the portion of the principal amount of such CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date 6 (the “Change of Control Repurchase Put Date” and”), together by delivering written notice thereof to the Issuer or the Company or the acquiring entity (a “Change of Control Put Notice”), which notice shall indicate the principal amount of the Debenture that the Holder is electing to have redeemed. Upon receipt of a Change of Control Put Notice(s) from any other Holders, the Issuer or the Company or the acquiring entity, shall promptly, but in no event later than one (1) Business Day following such receipt, notify the Holder of the their receipt thereof. The Issuer or the Company or the acquiring entity shall deliver the Change of Control Price simultaneously with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date consummation of the Change of Control if the Change of Control Put Notice is delivered prior to the Change of Control Date and within five (5) Business Days after receipt of such notice otherwise. Payments provided for in this Section 6 shall have priority to payments to Issuer or Company Notice at stockholders, as applicable, in connection with a purchase price in cash equal to 100Change of Control. The “Change of Control Price” shall be 120% of the principal amount of the CODES to be repurchased (repurchased. The Issuer and the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date Company shall be payable jointly and severally liable for any payments to the Holders of such CODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and provisions of Holder under this Section 2.1 hereof6.

Change of Control Put. In the event that a Change of in Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single CODES may be repurchased in part unless the portion of the principal amount of such CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the CODES to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such CODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and the provisions of Section 2.1 hereof.

Change of Control Put. In To the event that extent practical, the Issuer shall give the Holders not less than 30 days prior written notice of a Change of Control shall occur, each Holder shall have Transaction. Upon the right occurrence of a Change of Control Transaction (each, a the date of such occurrence being the “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase RightDate”), at any time during the Holder’s option60 days beginning on the Change of Control Date the Holder of this Debenture may require the Issuer to repurchase this Debenture, but subject in whole or in part in integral multiples of $1,000, in cash at the Change of Control Price determined pursuant to this Section 6(d) plus accrued and unpaid interest to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single CODES may be repurchased in part unless the portion of the principal amount of such CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Put Date” and”), together by delivering written notice thereof to the Issuer (a “Change of Control Put Notice”), which notice shall indicate the principal amount of the Debenture that the Holder is electing to have redeemed by the Issuer. Upon the Issuer’s receipt of a Change of Control Put Notice(s) from any other Holders, the Issuer shall promptly, but in no event later than one Business Day following such receipt, notify the Holder of the Issuer’s receipt thereof. The Issuer shall deliver the Change of Control Price simultaneously with the Optional Repurchase Date, each a “Repurchase Date”) that consummation of the Change of Control if the Change of Control Put Notice is a received prior to the consummation of such Change of Control and within five Business Day no earlier than 30 days nor later than 60 days Days after the date Issuer’s receipt of the such notice otherwise. Payments provided for in this Section 6(d) shall have priority to payments to Issuer or Company Notice at stockholders, as applicable, in connection with a purchase price in cash equal to 100Change of Control. The “Change of Control Price” shall be 200% of the principal amount of the CODES to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such CODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and provisions of Section 2.1 hereofrepurchased.

Change of Control Put. In Subject to the event that application of Sections 9(c) and 9(h), upon the occurrence of a Change of Control shall occurControl, each Holder of outstanding shares of Series A Preferred Stock shall have either (i) on or before the right fifth (each5th) Business Day prior to the Change of Control Effective Date, convert all or a portion of its shares of Series A Preferred Stock pursuant to Section 6(a); provided, that, if the Change of Control Effective Date occurs at any time prior to the fifth (5th) anniversary of the Original Issuance Date and a Holder elects to convert all or a portion of its shares of Series A Preferred Stock in accordance with this Section 9(a)(i), in addition to the number of shares of Common Stock issued upon conversion of such Series A Preferred Stock pursuant to Section 6(a), the Company shall issue each holder of the Series A Preferred Stock a number of shares of Common Stock equal to the Additional Make-Whole Shares, or (ii) require the Company to purchase (a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase RightPut”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, ) all of such Holder’s CODES shares of Series A Preferred Stock that have not theretofore called for redemptionbeen so converted at a purchase price per share of Series A Preferred Stock, or payable in cash, equal to the product of (A) if the Change of Control Effective Date occurs at any portion time prior to the fifth (5th) anniversary of the principal amount thereof that is equal to $1,000 Original Issuance Date, 105% and (B) if the Change of Control Effective Date occurs on or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 after the fifth (provided that no single CODES may be repurchased in part unless the portion 5th) anniversary of the principal amount Original Issuance Date, 100%, multiplied by of the sum of (x) the Liquidation Preference of such CODES to be Outstanding after share of Series A Preferred Stock, plus (y) the Accrued Dividends in respect of such repurchase is equal to $1,000 or an integral multiple thereof)share of Series A Preferred Stock , on in each case as of the date applicable Change of Control Purchase Date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the CODES to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Put Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, ; provided that the Company shall only be required to pay the Change of Control Repurchase Date; providedPut Price to the extent such purchase can be made out of funds legally available therefor in accordance with Section 9(g). For clarity, howeverif a Holder does not convert all of its shares of Series A Preferred Stock as set forth in clause (i) above, that installments then all shares of Interest (including Contingent Interest) on CODES whose Stated Maturity is prior Series A Preferred Stock held by such Holder and not so converted shall no longer be convertible and shall automatically and without any action by the Holder be subject solely to or on the Change of Control Repurchase Date shall be payable to the Holders of such CODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and provisions of Section 2.1 hereofPut.