Common use of Mandatory Exchange Clause in Contracts

Mandatory Exchange. Subject to the provisions of this Article 14, the Notes shall be automatically exchanged at the Exchange Rate following the occurrence of the Mandatory Exchange Trigger Event (the “Mandatory Exchange”). No later than three Business Days following the occurrence of the Mandatory Exchange Trigger Event, the Company shall or, at its written request received by the Trustee, the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Mandatory Exchange (a “Mandatory Exchange Notice”) to the Exchange Agent (if other than the Trustee) and the Holders; provided, however, that, if the Company shall give such notice, it shall also give written notice of the Mandatory Exchange to the Trustee (if the Trustee is not the Exchange Agent). The Mandatory Exchange Notice shall (i) state that the Mandatory Exchange Trigger Event has occurred, (ii) state the current Exchange Rate and the Settlement Method for the Mandatory Exchange as elected by the Company (and, in the case of an election of Combination Settlement, the Specified Dollar Amount per $1,000 principal amount of Notes) and (iii) include the Exchange Date for the Mandatory Exchange, which shall be the tenth Business Day following the date of such notice. Following delivery of the Mandatory Exchange Notice, each Holder shall follow the procedure described in Section 14.02(b), and the Company shall have no obligation to issue the exchange consideration unless such Holder has complied with the provisions thereof. On or prior to the Exchange Date for the Mandatory Exchange, the Company shall deliver an Officer’s Certificate to the Trustee and the Exchange Agent (if other than the Trustee), stating that the Mandatory Exchange Trigger Event has occurred. Subject to Section 14.02 and Section 14.07(a), upon exchange of any Note pursuant to this Section 14.01(b), the Company shall pay or deliver, as the case may be, to each exchanging Holder the consideration due to such Holder in accordance with Section 14.02(a).

Mandatory Exchange. Subject to Within sixty (60) days of a Mandatory Exchange Triggering Event set out in clauses (ii) or (iv) of the provisions of this Article 14, the Notes shall be automatically exchanged definition thereof or at the Exchange Rate any time following the occurrence Mandatory Exchange Triggering Event set out in clause (iii) of the definition thereof, Newco may, and within 30 days of the Mandatory Exchange Trigger Triggering Event set out in clause (the “Mandatory Exchange”). No later than three Business Days following the occurrence i) of the Mandatory Exchange Trigger Eventdefinition thereof, the Company shall orNewco shall, at its upon not less than twenty one (21) days and not more than thirty (30) days prior written request received by the Trustee, the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Mandatory Exchange (a “Mandatory Exchange Notice”) , and such period, the “Mandatory Exchange Notice Period”), require each of the IESI Owners to exercise the Exchange Agent Right for Shares or, if Newco is entitled to make a Market Cash Election with respect to any IESI Owner, Market Cash, in accordance with this Agreement, with respect to any and all Preferred Shares which are then outstanding (if other than the Trustee) and the Holdersa “Mandatory Exchange”); provided, however, provided that, so long as any relevant IESI Owners have complied with Section 4.7 as if they were parties to this Agreement, Newco shall not be permitted to deliver a Mandatory Exchange Notice unless all necessary filings with respect to any IESI Owner under the Company shall give HSR Act have been made and all applicable waiting periods in connection with such notice, it shall also give written notice of filings have expired. At any time during the Mandatory Exchange Notice Period, an IESI Owner may exercise its Exchange Right pursuant to the Trustee Section 2.1 (if the Trustee is not the Exchange Agent). The Mandatory Exchange Notice shall (i) state that the Mandatory Exchange Trigger Event has occurred, (ii) state the current Exchange Rate and the Settlement Method for the Mandatory Exchange as elected by the Company (andprovided that, in the case of an election a Mandatory Exchange Triggering Event set out in clause (iv) of Combination Settlementthe definition thereof, if so approved by the vote or consent in writing of IESI Owners holding more than 50% of the Preferred Shares then outstanding, the Specified Dollar Amount per $1,000 principal amount of Notes) and (iii) include IESI Owners may not exercise their right to elect Distribution Cash pursuant to the Exchange Date for Consideration Option during such Mandatory Exchange Notice Period). In the Mandatory Exchange, which shall be event that an IESI Owner does not exercise its Exchange Right by delivering an Exchange Notice by the tenth Business Day following the date of such notice. Following delivery expiration of the Mandatory Exchange NoticeNotice Period, each Holder Newco shall follow the procedure described in Section 14.02(b), and the Company shall have no obligation to issue the exchange consideration unless such Holder has complied with the provisions thereof. On or prior to initiate the Exchange Date for Right by delivering written notice to such IESI Owner of its election to initiate the Mandatory Exchange, the Company shall deliver an Officer’s Certificate to the Trustee Exchange Right and the Exchange Agent (if other than Consideration shall be Shares or, in the Trustee), stating that the Mandatory Exchange Trigger Event has occurred. Subject to Section 14.02 and Section 14.07(a), upon exchange event of any Note pursuant to this Section 14.01(b), the Company shall pay or deliver, as the case may be, to each exchanging Holder the consideration due to such Holder a Market Cash Election in accordance with Section 14.02(a)2.3, Market Cash. Following such election by Newco, the relevant provisions of this Agreement (including, for greater certainty, the relevant provision of Sections 2.3 and 2.4) shall operate to effect the completion of the Mandatory Exchange. In the event that Newco fails to deliver a Mandatory Exchange Notice within sixty (60) days of the occurrence of the Mandatory Exchange Triggering Event set out in subsections (ii) or (iv) of the definition thereof, Newco shall be deemed to have elected not to effect a Mandatory Exchange in connection with the relevant Mandatory Exchange Triggering Event and its rights with respect to any such Mandatory Triggering Event shall be considered waived.