Common use of Repurchase at Option of Holder Upon a Fundamental Change Clause in Contracts

Repurchase at Option of Holder Upon a Fundamental Change. Subject to the terms and conditions of the Indenture, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities, including any portion thereof which is $1,000 in principal amount or any integral multiple thereof, on a date selected by the Company (the “Fundamental Change Repurchase Date”), which date is no later than thirty (30) days after the date on which notice of such Fundamental Change is mailed in accordance with the Indenture, at a price payable in cash equal to one hundred percent (100%) of the principal amount of such Security, plus accrued and unpaid interest and Additional Interest to, but excluding, the Fundamental Change Repurchase Date. Within twenty (20) days after the occurrence of the Fundamental Change, the Company must mail, or cause to be mailed, notice of the occurrence of such Fundamental Change to each Holder at the address of such Holder appearing in the register of the Registrar. Such notice shall include, among other things, a description of the procedures which a Holder must follow to exercise the Fundamental Change Repurchase Right. To exercise the Fundamental Change Repurchase Right, a Holder of Securities must, in accordance with the provisions of the Indenture, (i) deliver, no later than 5:00 p.m., New York City time, on the third (3rd) Business Day immediately preceding the Fundamental Change Repurchase Date, a Repurchase Notice to the Company (if it is acting as its own Paying Agent) or to the Paying Agent; and (ii) deliver, at any time after the delivery of such Repurchase Notice, the Securities with respect to which the Holder is exercising its Fundamental Change Repurchase Right (together with all necessary endorsements). If the Securities delivered in connection with a Holder’s exercise of its Fundamental Change Repurchase Right are held in book-entry form through the Depositary, then such Repurchase Notice must comply with applicable procedures of the Depositary.

Repurchase at Option of Holder Upon a Fundamental Change. Subject to the terms and conditions of the Indenture, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s 's option, to require the Company to repurchase such Holder’s Securities, 's Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof, thereof on a date selected by the Company (the “Fundamental Change Repurchase Date”"FUNDAMENTAL CHANGE REPURCHASE DATE"), which date is no later than thirty (30) days after the date on which notice of such Fundamental Change is mailed in accordance with the Indenture, at a price payable in cash equal to one hundred percent (100%) of the principal amount of such Security, plus accrued and unpaid interest and Additional Interest to, but excluding, the Fundamental Change Repurchase Date. Within twenty thirty (2030) days after the occurrence of the Fundamental Change, the Company must mail, or cause to be mailed, notice of the occurrence of such Fundamental Change to each Holder at the address of such Holder appearing in the register of the Registrar. Such notice shall include, among other things, a description of the procedures procedure which a Holder must follow to exercise the Fundamental Change Repurchase Right. To exercise the Fundamental Change Repurchase Right, a Holder of Securities must, in accordance with the provisions of the Indenture, (i) deliver, no later than 5:00 p.m., New York City time, on the third (3rd) Business Day immediately preceding the Fundamental Change Repurchase Date, a Repurchase Purchase Notice to the Company (if it is acting as its own Paying Agent) or to the Paying Agent; and (ii) deliver, at any time after the delivery of such Repurchase Purchase Notice, the Securities with respect to which the Holder is exercising its Fundamental Change Repurchase Right (together with all necessary endorsements). If the Securities delivered in connection with a Holder’s 's exercise of its Fundamental Change Repurchase Right are held in book-entry form through the Depositary, then such Repurchase Purchase Notice must comply with applicable procedures of the Depositary.

Repurchase at Option of Holder Upon a Fundamental Change. Subject to the terms and conditions of the Indenture, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s 's option, to require the Company to repurchase such Holder’s Securities, 's Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof, thereof on a date selected by the Company (the “Fundamental Change Repurchase Date”"FUNDAMENTAL CHANGE REPURCHASE DATE"), which date is no later than thirty (30) days Trading Days and no earlier than twenty (20) Trading Days after the date on which notice of such Fundamental Change is mailed in accordance with the IndentureIndenture but in no event prior to the Fundamental Change, at a price payable in cash equal to one hundred percent (100%) of the principal amount of such Security, plus accrued and unpaid interest and Additional Interest interest, if any, to, but excluding, the Fundamental Change Repurchase Date. In addition, in the event of certain Fundamental Changes that occur prior to August 15, 2009, the Company will pay the Make-Whole Premium described below. Within twenty thirty (2030) days after the occurrence of the Fundamental Change, the Company must mail, or cause to be mailed, notice of the occurrence of such Fundamental Change to each Holder at the address of such Holder appearing in the register of the Registrarrecord. Such notice shall include, among other things, a description of the procedures procedure which a Holder must follow to exercise the Fundamental Change Repurchase Right. To exercise the Fundamental Change Repurchase Right, a Holder of Securities must, in accordance with the provisions of the Indenture, (i) deliver, no later than 5:00 p.m., New York City time, the close of business on the third (3rd) Business Day immediately preceding the Fundamental Change Repurchase Date, a Fundamental Change Repurchase Notice to the Company (if it is acting as its own Paying Agent) or to the Paying Agent; and (ii) deliver, at any time after the delivery of such Fundamental Change Repurchase Notice, the Securities with respect to which the Holder is exercising its Fundamental Change Repurchase Right (together with all necessary endorsements). If the Securities delivered in connection with a Holder’s exercise of its Fundamental Change Repurchase Right are held in book-entry form through the Depositary, then such Repurchase Notice must comply with applicable procedures of the Depositary.

Repurchase at Option of Holder Upon a Fundamental Change. Subject to the terms and conditions of the Indenture, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s 's option, to require the Company to repurchase such Holder’s Securities, 's Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof, thereof on a date selected by the Company (the “Fundamental Change Repurchase Date”"FUNDAMENTAL CHANGE REPURCHASE DATE"), which date is no later not less than thirty twenty (3020) days nor more than thirty-five (35) Business Days after the date on which notice of such the Fundamental Change Notice is mailed in accordance with the Indenture, at a price payable in cash equal to one hundred percent (100%) of the principal amount of such Security, plus accrued and unpaid interest and Additional Interest to, but excluding, the Fundamental Change Repurchase Date (provided, however, that if a Fundamental Change Repurchase Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date, and the Fundamental Change Repurchase Price shall be 100% of the principal amount of the Securities repurchased). Within twenty fifteen (2015) days after the occurrence of the Fundamental Change, the Company must mail, or cause to be mailed, notice of the occurrence of such Fundamental Change to each Holder at the address of such Holder appearing in the register of the Registrar. Such notice shall include, among other things, a description of the procedures which procedure that a Holder must follow to exercise the Fundamental Change Repurchase Right. To exercise the Fundamental Change Repurchase Right, a Holder of Securities must, in accordance with the provisions of the Indenture, (i) deliver, no later than 5:00 p.m., New York City time, on the third (3rd) Business Day immediately preceding the Fundamental Change Repurchase Date, a Repurchase Purchase Notice to the Company (if it is acting as its own Paying Agent) or to the Paying Agent; and (ii) deliver, at any time after the delivery of such Repurchase Purchase Notice, the Securities with respect to which the Holder is exercising its Fundamental Change Repurchase Right (together with all necessary endorsements). If the Securities delivered in connection with a Holder’s 's exercise of its Fundamental Change Repurchase Right are held in book-entry form through the Depositary, then such Repurchase Purchase Notice must comply with applicable procedures of the Depositary.

Repurchase at Option of Holder Upon a Fundamental Change. Subject (a) If there shall occur a Fundamental Change at any time prior to the terms and conditions of the IndentureMaturity Date, in the event of a Fundamental Change, then each Holder of the Securities a Separate Convertible Note shall have the right, at the such Holder’s option, to require the Company to repurchase all of such Holder’s SecuritiesSeparate Convertible Notes, including or any portion thereof which that is a multiple of $1,000 principal amount, in principal amount or any integral multiple thereofcash, on a date selected by the Company (the “Fundamental Change Repurchase Date”)) specified by the Company, which date is may be no earlier than fifteen (15) days and no later than thirty thirty-five (3035) days after the date on which notice of the Repurchase Notice related to such Fundamental Change is mailed (provided that in accordance with no event shall the IndentureFundamental Change Repurchase Date be earlier than the fifth Business Day immediately following the Cash Merger Early Settlement Date relating to the Purchase Contracts that are a part of the Corporate Units), at a repurchase price payable in cash equal to one hundred percent (100%) % of the principal amount of such Security, the Separate Convertible Notes being repurchased plus accrued and unpaid interest and Additional Interest interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Repurchase Price”); provided, however, that if a Fundamental Change Repurchase Date falls after a Record Date and on or prior to the corresponding Interest Payment Date. Within twenty (20) days after the occurrence of the Fundamental Change, the Company must mailshall pay the full amount of accrued and unpaid interest, or cause if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date and the Repurchase Price shall be 100% of the principal amount of the Separate Convertible Notes to be mailed, notice of the occurrence of such Fundamental Change to each Holder at the address of such Holder appearing in the register of the Registrar. Such notice shall include, among other things, a description of the procedures which a Holder must follow to exercise the Fundamental Change Repurchase Right. To exercise the Fundamental Change Repurchase Right, a Holder of Securities must, in accordance with the provisions of the Indenture, (i) deliver, no later than 5:00 p.m., New York City time, on the third (3rd) Business Day immediately preceding the Fundamental Change Repurchase Date, a Repurchase Notice to the Company (if it is acting as its own Paying Agent) or to the Paying Agent; and (ii) deliver, at any time after the delivery of such Repurchase Notice, the Securities with respect to which the Holder is exercising its Fundamental Change Repurchase Right (together with all necessary endorsements). If the Securities delivered in connection with a Holder’s exercise of its Fundamental Change Repurchase Right are held in book-entry form through the Depositary, then such Repurchase Notice must comply with applicable procedures of the Depositaryrepurchased.

Repurchase at Option of Holder Upon a Fundamental Change. Subject to the terms and conditions of the Indenture, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities, Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof, thereof on a date selected by the Company (the “Fundamental Change Repurchase Date”), which date is no later not less than thirty twenty (3020) days nor more than thirty-five (35) Business Days after the date on which notice of such the Fundamental Change Notice is mailed in accordance with the Indenture, at a price payable in cash equal to one hundred percent (100%) of the principal amount of such Security, plus accrued and unpaid interest and Additional Interest to, but excluding, the Fundamental Change Repurchase Date (provided, however, that if a Fundamental Change Repurchase Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date, and the Fundamental Change Repurchase Price shall be 100% of the principal amount of the Securities repurchased). Within twenty fifteen (2015) days after the occurrence of the Fundamental Change, the Company must mail, or cause to be mailed, notice of the occurrence of such Fundamental Change to each Holder at the address of such Holder appearing in the register of the Registrar. Such notice shall include, among other things, a description of the procedures which procedure that a Holder must follow to exercise the Fundamental Change Repurchase Right. To exercise the Fundamental Change Repurchase Right, a Holder of Securities must, in accordance with the provisions of the Indenture, (i) deliver, no later than 5:00 p.m., New York City time, on the third (3rd) Business Day immediately preceding the Fundamental Change Repurchase Date, a Repurchase Purchase Notice to the Company (if it is acting as its own Paying Agent) or to the Paying Agent; and (ii) deliver, at any time after the delivery of such Repurchase Purchase Notice, the Securities with respect to which the Holder is exercising its Fundamental Change Repurchase Right (together with all necessary endorsements). If the Securities delivered in connection with a Holder’s exercise of its Fundamental Change Repurchase Right are held in book-entry form through the Depositary, then such Repurchase Purchase Notice must comply with applicable procedures of the Depositary.