Common use of Effect of Repurchase Notice or Fundamental Change Purchase Notice Clause in Contracts

Effect of Repurchase Notice or Fundamental Change Purchase Notice. (a) Upon receipt by any Paying Agent of a Repurchase Notice or a Fundamental Change Purchase Notice, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Purchase Notice is withdrawn as specified below) thereafter be entitled to receive the Repurchase Price or Fundamental Change Purchase Price, as the case may be, with respect to such Security. The Repurchase Price or Fundamental Change Purchase Price, as the case may be, shall be paid to such Holder promptly following the later of (i) the applicable Repurchase Date with respect to such Security (provided such Holder has satisfied the conditions in Section 3.07 or 3.08, as the case may be), (ii) the time of delivery of such Security to a Paying Agent by the Holder thereof in the manner required by Section 3.07 or 3.08, as the case may be. A Security in respect of which a Repurchase Notice or a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Purchase Notice, unless either (i) such Repurchase Notice or Fundamental Change Purchase Notice has first been validly withdrawn in accordance with Section 3.09(b); or (ii) there shall be a default in the payment of the Repurchase Price or Fundamental Change Purchase Price, provided, that the conversion right with respect to such Security shall terminate at the Close of Business on the date such default is cured and such Security is purchased in accordance herewith.

Effect of Repurchase Notice or Fundamental Change Purchase Notice. (a) Upon receipt by any Paying Agent of a Repurchase Notice or a Fundamental Change Purchase Notice, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Purchase Notice is withdrawn as specified below) thereafter be entitled to receive the Repurchase Price or Fundamental Change Purchase Price, as the case may be, with respect to such Security. The Repurchase Price or Such Fundamental Change Purchase Price, as the case may be, Price shall be paid to such Holder promptly following the later of (i) the applicable Repurchase Fundamental Change Purchase Date with respect to such Security (provided such Holder has satisfied the conditions in Section 3.07 5.08(c)) with respect to such Security or 3.08Repurchase Date (provided such Holder has satisfied the conditions of Section 5.07) with respect to such Security, as the case may be), and (ii) the time of delivery of such Security to a Paying Agent by the Holder thereof in the manner required by Section 3.07 5.07 or 3.08, as the case may be5.08(c). A Security in respect of which a Repurchase Notice or a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 7 hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Purchase Notice, unless either (i) such Repurchase Notice or Fundamental Change Purchase Notice has first been validly withdrawn in accordance with Section 3.09(b5.09(b); or (ii) there shall be a default in the payment of the Repurchase Price or Fundamental Change Purchase Price, provided, that the conversion right with respect to such Security shall terminate at the Close of Business 5:00 p.m., New York City time, on the date such default is cured and such Security is purchased in accordance herewith.

Effect of Repurchase Notice or Fundamental Change Purchase Notice. (a) Upon receipt by any the Paying Agent on behalf of a Repurchase Notice or a the Company from the Holder of the Fundamental Change Purchase NoticeNotice or the Repurchase Notice specified in Section 1.07(b)(i) or Section 1.08(b)(i), as applicable, the Holder of the Security 2004 Senior Convertible Notes in respect of which such Repurchase Notice or Fundamental Change Purchase Notice or the Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Purchase Notice or the Repurchase Notice is withdrawn as specified belowin the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Purchase PricePrice or the Purchase Price with respect to such 2004 Senior Convertible Notes. Such Fundamental Change Purchase Price or Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, with respect to such Security. The Repurchase Price or Fundamental Change Purchase Price, as the case may be, shall be paid to such Holder promptly following the later of (i) the applicable Repurchase Date with respect to such Security 2004 Senior Convertible Notes (provided such Holder has satisfied the conditions in Section 3.07 1.07(b) or 3.08Section 1.08(b), as the case may beapplicable, have been satisfied), and (iiy) the time of delivery or book-entry transfer of such Security 2004 Senior Convertible Notes to a the Paying Agent by the Holder thereof in the manner required by Section 3.07 1.07(b)(ii) or 3.08Section 1.08(b)(ii), as applicable. The 2004 Senior Convertible Notes in respect of which a Fundamental Change Purchase Notice or Repurchase Notice, as the case may be. A Security in respect of which a Repurchase Notice or a Fundamental Change Purchase Notice , has been given by the Holder thereof may not be converted pursuant to Article 4 hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Purchase Notice, unless either (i) such Repurchase Notice or Fundamental Change Purchase Notice or Repurchase Notice, as the case may be, unless such Fundamental Change Purchase Notice or Repurchase Notice, as the case may be, has first been validly withdrawn or deemed to have been validly withdrawn as specified in Section 1.09(c); provided that the 2004 Senior Convertible Notes are otherwise convertible in accordance with paragraph 7 of the reverse of the 2004 Senior Convertible Notes. On or before 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) the Purchase Price consideration sufficient to pay the aggregate Fundamental Change Purchase Price or the aggregate Purchase Price, as the case may be, of the 2004 Senior Convertible Notes to be purchased pursuant to Section 3.09(b); 1.07 or (ii) there Section 1.08, as applicable. Payment by the Paying Agent of such Fundamental Change Purchase Price or Purchase Price for such 2004 Senior Convertible Notes shall be a default made promptly following the later of the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, or the time of book-entry transfer or delivery of such 2004 Senior Convertible Notes. If the Paying Agent holds money sufficient to pay the Fundamental Change Purchase Price or Purchase Price, as the case may be, of such 2004 Senior Convertible Notes on the Business Day following the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, then, on and after such date, such 2004 Senior Convertible Notes shall cease to be outstanding and interest on such 2004 Senior Convertible Notes shall cease to accrue, whether or not book-entry transfer of such 2004 Senior Convertible Notes is made or such 2004 Senior Convertible Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Fundamental Change Purchase Price or the Purchase Price, as the case may be, upon delivery or transfer of the 2004 Senior Convertible Notes). Nothing herein shall preclude the Company withholding any tax required by law. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of the Repurchase Price or Fundamental Change Purchase Price or the Purchase Price, providedas the case may be, that and shall notify the conversion right with respect Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to such Security deliver all money held by it pursuant to this Section 1.09 to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall terminate at have no further liability for the Close money delivered to the Trustee. All questions as to the validity, eligibility (including time of Business on receipt) and acceptance of any 2004 Senior Convertible Notes for purchase shall be determined by the date such default is cured Company, whose determination shall be final and such Security is purchased in accordance herewithbinding, absent manifest error.

Effect of Repurchase Notice or Fundamental Change Purchase Notice. (a) Upon receipt by any Paying Agent of a Repurchase Notice or a Fundamental Change Purchase Notice, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Purchase Notice is withdrawn as specified below) thereafter be entitled to receive the Repurchase Price or Fundamental Change Purchase Price, as the case may be, with respect to such Security. The Repurchase Price or Fundamental Change Purchase Price, as the case may be, shall be paid to such Holder promptly following the later of (i) the applicable Repurchase Date with respect to such Security (provided such Holder has satisfied the conditions in Section 3.07 or 3.08, as the case may be), ) and (ii) the time of delivery of such Security to a Paying Agent by the Holder thereof in the manner required by Section 3.07 or 3.08, as the case may be. A Security in respect of which a Repurchase Notice or a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Purchase Notice, unless either (i) such Repurchase Notice or Fundamental Change Purchase Notice has first been validly withdrawn in accordance with Section 3.09(b); or (ii) there shall be a default in the payment of the Repurchase Price or Fundamental Change Purchase Price, provided, that the conversion right with respect to such Security shall terminate at the Close close of Business business on the date such default is cured and such Security is purchased in accordance herewith.

Effect of Repurchase Notice or Fundamental Change Purchase Notice. (a) Upon receipt by any the Paying Agent on behalf of a Repurchase Notice or a the Company from the Holder of the Fundamental Change Purchase NoticeNotice or the Repurchase Notice specified in Section 1.07(b)(i) or Section 1.08(b)(i), as applicable, the Holder of the Security Senior Convertible Notes in respect of which such Repurchase Notice or Fundamental Change Purchase Notice or the Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Purchase Notice or the Repurchase Notice is withdrawn as specified belowin the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Purchase PricePrice or the Purchase Price with respect to such Senior Convertible Notes. Such Fundamental Change Purchase Price or Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, with respect to such Security. The Repurchase Price or Fundamental Change Purchase Price, as the case may be, shall be paid to such Holder promptly following the later of (i) the applicable Repurchase Date with respect to such Security Senior Convertible Notes (provided such Holder has satisfied the conditions in Section 3.07 1.07(b) or 3.08Section 1.08(b), as the case may beapplicable, have been satisfied), and (iiy) the time of delivery or book-entry transfer of such Security Senior Convertible Notes to a the Paying Agent by the Holder thereof in the manner required by Section 3.07 1.07(b)(ii) or 3.08Section 1.08(b)(ii), as applicable. Senior Convertible Notes in respect of which a Fundamental Change Purchase Notice or Repurchase Notice, as the case may be. A Security in respect of which a Repurchase Notice or a Fundamental Change Purchase Notice , has been given by the Holder thereof may not be converted pursuant to Article 4 hereof for shares of Common Stock on or after the date of the delivery of such Repurchase Notice or Fundamental Change Purchase Notice, unless either (i) such Repurchase Notice or Fundamental Change Purchase Notice or Repurchase Notice, as the case may be, unless such Fundamental Change Purchase Notice or Repurchase Notice, as the case may be, has first been validly withdrawn or deemed to have been validly withdrawn as specified in Section 1.09(c); provided that the Senior Convertible Notes are otherwise convertible in accordance with paragraph 7 of the reverse of the Senior Convertible Notes. On or before 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) the Purchase Price consideration sufficient to pay the aggregate Fundamental Change Purchase Price or the aggregate Purchase Price, as the case may be, of the Senior Convertible Notes to be purchased pursuant to Section 3.09(b); 1.07 or (ii) there Section 1.08, as applicable. Payment by the Paying Agent of such Fundamental Change Purchase Price or Purchase Price for such Senior Convertible Notes shall be a default made promptly following the later of the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, or the time of book-entry transfer or delivery of such Senior Convertible Notes. If the Paying Agent holds money sufficient to pay the Fundamental Change Purchase Price or Purchase Price, as the case may be, of such Senior Convertible Notes on the Business Day following the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, then, on and after such date, such Senior Convertible Notes shall cease to be outstanding and interest on such Senior Convertible Notes shall cease to accrue, whether or not book-entry transfer of such Senior Convertible Notes is made or such Senior Convertible Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Fundamental Change Purchase Price or the Purchase Price, as the case may be, upon delivery or transfer of the Senior Convertible Notes). Nothing herein shall preclude the Company withholding any tax required by law. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of the Repurchase Price or Fundamental Change Purchase Price or the Purchase Price, providedas the case may be, that and shall notify the conversion right with respect Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to such Security deliver all money held by it pursuant to this Section 1.09 to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall terminate at have no further liability for the Close money delivered to the Trustee. All questions as to the validity, eligibility (including time of Business on receipt) and acceptance of any Senior Convertible Notes for purchase shall be determined by the date such default is cured Company, whose determination shall be final and such Security is purchased in accordance herewithbinding, absent manifest error.