Common use of Offer to Prepay Notes Clause in Contracts

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be (subject to subparagraph (f)) (i) solely with respect to the Synergy Acquisition, not more than 45 days after the date of such Change of Control (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 45th day after the date of such Change of Control if such day is a Business Day or the preceding Business Day if such date is not a Business Day), and (ii) with respect to all other transactions, not less than 30 days and not more than 120 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 45th day after the date of such offer).

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.7 10.6 shall be an offer to prepay, in accordance with and subject to this Section 8.710.6, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.710.6, such date shall be (subject to subparagraph (f)) (i) solely with respect to the Synergy Acquisition, not more than 45 days after the date of such Change of Control (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 45th day after the date of such Change of Control if such day is a Business Day or the preceding Business Day if such date is not a Business Day), and (ii) with respect to all other transactions, not less than 30 days and not more than 120 90 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 45th 30th day after the date of such offer). The Company and the Purchasers’ obligations pursuant to a Prepayment Notice will lapse if for any reason such Change in Control or the occurrence of a Control Event is not consummated or finalized in accordance with this Section 10.6 within 180 days of the Proposed Prepayment Date, or such other period as the Company and the Required Holders may agree in writing, and the Company shall continue to be subject to the terms of this Section 10.6.

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (aSection 8.3(a) and or (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.78.3, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Change in Control Prepayment Date”). If such Such Proposed Prepayment Date is Change in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be (subject to subparagraph (f)) (i) solely with respect to the Synergy Acquisition, not more than 45 days after the date of such Change of Control (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 45th day after the date of such Change of Control if such day is a Business Day or the preceding Business Day if such date is not a Business Day), and (ii) with respect to all other transactions, not less than 30 10 days and not more than 120 30 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Change in Control Prepayment Date shall be the first Business Day after the 45th 20th day after the date of such offer); provided that if any amounts outstanding under the Floating-Rate Notes are LIBOR Loans with an Interest Period (or Interest Periods) ending on or before the 30th day after the date of such offer, the Proposed Change in Control Prepayment Date with respect to such Floating-Rate Notes shall be the last day of the Interest Period (or, if more than one such Interest Period is in effect, the last day of all such Interest Periods then in effect).

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (aSection 8.9(a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.78.9, all, but not less than all, of the Notes held by each holder (and in this case onlycase, “"holder” " in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) of Notes on a date specified in such offer (the “Proposed "Control Prepayment Date”"). If such Proposed The Control Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be (subject to subparagraph (f)) (i) solely with respect to the Synergy Acquisition, not more than 45 30 days after the date of such Change of offer (provided that if such day is not a Business Day than the Control Prepayment Date shall be the first Business Day thereafter), but in no event shall be later than the date the facilities under the Syndicated Loan Agreement or any Committed Medium-Term Bank Facilities are cancelled and outstandings thereunder are declared or become due and payable thereunder (if the Proposed "Bank Control Payment Date"). The offer to prepay Notes contemplated by Section 8.9(a) shall specify the Bank Control Payment Date. If the Control Prepayment Date shall not be specified in such offer, the Proposed Control Prepayment Date shall be the 45th earlier of (i) the 30th day after the date of such Change of Control if such day is a Business Day or the preceding Business Day if such date is not a Business Day), and (ii) with respect to all other transactions, not less than 30 days and not more than 120 days after the date of such offer (provided that if such day is not a Business Day than the Proposed Prepayment Date shall not be specified in such offer, the Proposed Control Prepayment Date shall be the first Business Day after thereafter) and (ii) the 45th day after the date of such offer)Bank Control Payment Date.

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs the foregoing clause (a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.78.6, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be (subject to subparagraph (f)) (i) solely with respect to the Synergy Acquisition, not more than 45 days after the date of such Change of Control (if the Proposed Prepayment Date shall not be specified in such offer, the Such Proposed Prepayment Date shall be the 45th day after the date of such Change of Control if such day is a Business Day or the preceding Business Day if such date is not a Business Day), and (ii) with respect to all other transactions, not less than 30 10 days and not more than 120 30 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 45th 5th day after the date of such offer); provided however that the Proposed Prepayment Date shall not be later than the date of consummation of such Change in Control. Such offer to prepay shall be conditioned upon the consummation of the proposed Change in Control and if such Change of Control shall not occur, such offer to prepay shall be void and no rights or obligations shall exist with respect thereto (the “Consummation Condition”).

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (aparagraph 5E(2) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7paragraph 5E, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be (subject to subparagraph (f)) (i) solely with respect to the Synergy Acquisition, not more than 45 days after the date of such Change of Control (if the Proposed Prepayment Date shall not be specified in such offer, the Such Proposed Prepayment Date shall be the 45th day after the date of such Change of Control if such day is a Business Day or the preceding Business Day if such date is not a Business Day), and (ii) with respect to all other transactions, not less than 30 days and not more than 120 60 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 45th 30th day after the date of such offer). Notwithstanding the foregoing, if the Company shall be required to give a notice of acceptance under paragraph 5E(3) hereof with respect to any offer to prepay Notes under paragraph 5E(2), then the Proposed Prepayment Date for such offer shall be the later of (i) the date specified in the immediately preceding sentences, or (ii) the 10th Business Day after the date the first such notice of acceptance with respect to such offer was given by the Company under paragraph 5E(3).

Offer to Prepay Notes. The offer to prepay the Notes contemplated by subparagraphs (a) and the foregoing clause (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.78.8, alla portion of the Notes equal to the Noteholder Share of the Net Cash Proceeds from such Asset Disposition or Material Recovery Event, but not less than allas the case may be, of to be allocated ratably to the Notes held by each holder (in this case only, “"holder” " in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) ), on a date specified in such offer (the “"Proposed 8.8 Prepayment Date”"). If such Such Proposed 8.8 Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be (subject to subparagraph (f)) (i) solely with respect to the Synergy Acquisition, not less than 10 days and not more than 45 30 days after the date of such Change of Control offer (if the Proposed 8.8 Prepayment Date shall not be specified in such offer, the Proposed 8.8 Prepayment Date shall be the 45th day after the date of such Change of Control if such day is a Business Day or the preceding Business Day if such date is not a Business Day), and (ii) with respect to all other transactions, not less than 30 days and not more than 120 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 45th 20th day after the date of such offer), but in no event later than the date of any permanent reduction in the Revolving Credit Facility made in connection with such Asset Disposition or Material Recovery Event.

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.7 8.3 shall be an offer to prepay, in accordance with and subject to this Section 8.78.3, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.78.3, such date shall be (subject to subparagraph (f)) (i) solely with respect to the Synergy Acquisition, not more than 45 days after the date of such Change of Control (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 45th day after the date of such Change of Control if such day is a Business Day or the preceding Business Day if such date is not a Business Day), and (ii) with respect to all other transactions, not less than 30 days and not more than 120 60 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 45th 30th day after the date of such offer). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (b) of this Section 8.3, such date shall be not less than fifteen (15) Business Days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the tenth (10th) Business Day after the date of such offer).

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.7 8.3 shall be an offer to prepay, in accordance with and subject to this Section 8.78.3, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.78.3, such date shall be (subject to subparagraph (f)) (i) solely with respect to the Synergy Acquisition, not more than 45 days after the date of such Change of Control (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 45th day after the date of such Change of Control if such day is a Business Day or the preceding Business Day if such date is not a Business Day), and (ii) with respect to all other transactions, not less than 30 days and not more than 120 60 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 45th 30th day after the date of such offer). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (b) of this Section 8.3, such date shall be not less than ten (10) Business Days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the tenth (10th) Business Day after the date of such offer).

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (aSection 8.3(a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.78.3, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If In the circumstances contemplated by clause (i) or clause (ii) of the second sentence of Section 8.3(a), such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be (subject to subparagraph (f)) (i) solely with respect to the Synergy Acquisition, not less than 20 days and not more than 45 30 days after the date of such Change of Control offer (and if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 45th 20th day after the date of such Change offer). In the circumstances contemplated by clause (iii) of Control if such day is a Business Day or the preceding Business Day if such date is not a Business Daysecond sentence of Section 8.3(a), and (ii) with respect to all other transactions, such Proposed Prepayment Date shall be not less than 30 10 days and not more than 120 30 days after the date of such offer first Rating Decline occurs (and if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 45th 20th day after the date of such offerthe first Rating Decline).. (d)