Common use of Repurchase of Notes at Option of the Holder upon Change in Control Clause in Contracts

Repurchase of Notes at Option of the Holder upon Change in Control. (a) If there shall have occurred a Change in Control, all or any portion of the Notes of any Holder equal to $1,000 or a whole multiple of $1,000, not previously called for redemption, shall be repurchased by the Company, at the option of such Holder, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, together with interest accrued and unpaid to, but excluding, the repurchase date (the "Change in Control Repurchase Price"), on the date (the "Change in Control Repurchase Date") that is 45 Business Days after the Change in Control Repurchase Notice; provided, however, if such Change in Control Repurchase Date occurs between the close of business on any Regular Record Date and the opening of business on the next succeeding Interest Payment Date, then the interest payable on such date shall be paid to the Holders of such Notes, or one or more predecessor Notes, registered as such on the relevant Regular Record Date according to their terms. Subject to the fulfillment by the Company of the conditions set forth in Section 3.10(b), the Company may elect to pay the Change in Control Repurchase Price (to the extent not paid in cash) by delivering the number of shares of Common Stock equal to (i) the Change in Control Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Change in Control Repurchase Date. As used in this Section 3.10, the term "Common Stock" means the Common Stock or the common stock of the successor or purchasing corporation, as the case may be. Whenever in this Indenture (including Sections 2.01, 6.01(a) and 6.07) or Exhibit A-1 annexed hereto there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Change in Control Repurchase Price payable in respect to such Note to the extent that such Change in Control Repurchase Price is, was or would be so payable at such time, and express mention of the Change in Control Repurchase Price in any provision of this Indenture shall not be construed as excluding the Change in Control Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that, for the purposes of Article 11 hereof, such reference shall be deemed to include reference to the Change in Control Repurchase Price only to the extent the Change in Control Repurchase Price is payable in cash or Common Stock or a combination thereof. A "Change in Control" of the Company shall be deemed to have occurred at such time after the original issuance of Notes when any of the following events has occured:

Repurchase of Notes at Option of the Holder upon Change in Control. (a) If at any time that Notes remain outstanding there shall have occurred a Change in ControlControl (as hereinafter defined), all or any portion of the Notes of any Holder equal to $1,000 or a whole multiple of $1,000, not previously called for redemption, shall be repurchased by the Company, Company at the option of such Holderthe Holder thereof, at a repurchase purchase price (the "Repurchase Price") equal to 100% of the principal amount of thereof plus accrued interest up to and including the Notes to be repurchased, together with interest accrued and unpaid to, but excluding, the repurchase date Repurchase Date (the "Change in Control Repurchase Price"as hereinafter defined), on the date (the "Change in Control Repurchase Date") fixed by the Company that is not less than 45 Business Days days nor more than 60 days after the Change date of the Company Notice (as hereinafter defined), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Control Section 3.09(b). At the option of the Company, the Repurchase Notice; provided, however, if such Change in Control Repurchase Date occurs between the close of business on any Regular Record Date and the opening of business on the next succeeding Interest Payment Date, then the interest payable on such date shall Price may be paid to the Holders of such Notesin cash or, or one or more predecessor Notes, registered as such on the relevant Regular Record Date according to their terms. Subject subject to the fulfillment by the Company of the conditions set forth in Section 3.10(b3.08(b), the Company may elect to pay the Change in Control Repurchase Price (to the extent not paid in cash) by delivering the number delivery of shares of Common Stock Stock, the Adjusted Market Value of which shall be equal to (i) the Change in Control Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Change in Control Repurchase Date. As used in this Section 3.10, the term "Common Stock" means the Common Stock or the common stock of the successor or purchasing corporation, as the case may bePrice. Whenever in this First Supplemental Indenture (including Sections 2.01, 6.01(a) and 6.07) or Exhibit A-1 annexed hereto there is a reference, in any context, reference to the principal of any Note as of any time, such reference shall be deemed to include reference to the Change in Control Repurchase Price payable in respect to of such Note to the extent that such Change in Control Repurchase Price is, was or would be so payable at such time, and express mention of the Change in Control Repurchase Price in any provision of this First Supplemental Indenture shall not be construed as excluding the Change in Control Repurchase Price in those provisions of this First Supplemental Indenture when such express mention is not made; provided. Any rights of Holders, howevercontractual or otherwise, arising under or pursuant to any offer to repurchase Notes made by the Company under this Section 3.08 shall be subordinated in right of payment to all Senior Indebtedness to the same extent as the Notes are subordinated to Senior Indebtedness under the provisions of Article 5 and such offer to repurchase shall provide that, for if at the purposes time the Notes are required to be repurchased pursuant to such offer, payment of the Notes is not permitted pursuant to the provisions of Article 11 hereof5, such reference shall be deemed to include reference to the Change in Control Repurchase Price only to the extent the Change in Control Repurchase Price is payable in cash or Common Stock or a combination thereof. A "Change in Control" of the Company shall use its best efforts to obtain all necessary waivers from, or to repay in full, the holders of Senior Indebtedness in order to permit such repurchase. Notwithstanding the foregoing, any failure by the Company to comply with this Section 3.08 to offer to repurchase, or to repurchase, the Notes shall be deemed to have occurred at such time after a default in the original issuance of Notes when any of performance by the following events has occured:Company hereunder.

Repurchase of Notes at Option of the Holder upon Change in Control. (a) If at any time that Notes remain outstanding there shall have occurred a Change in ControlControl (as hereinafter defined), all or any portion of the Notes of any Holder equal to $1,000 or a whole multiple of $1,000, not previously called for redemption, shall be repurchased by the Company, Company at the option of such Holderthe Holder thereof, at a repurchase purchase price (the "Repurchase Price") equal to 100% of the principal amount of thereof plus accrued interest up to and including the Notes to be repurchased, together with interest accrued and unpaid to, but excluding, the repurchase date Repurchase Date (the "Change in Control Repurchase Price"as hereinafter defined), on the date (the "Change in Control Repurchase Date") fixed by the Company that is not less than 45 Business Days days nor more than 60 days after the Change date of the Company Notice (as hereinafter defined), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Control Section 3.09(b). At the option of the Company, the Repurchase Notice; provided, however, if such Change in Control Repurchase Date occurs between the close of business on any Regular Record Date and the opening of business on the next succeeding Interest Payment Date, then the interest payable on such date shall Price may be paid to the Holders of such Notesin cash or, or one or more predecessor Notes, registered as such on the relevant Regular Record Date according to their terms. Subject subject to the fulfillment by the Company of the conditions set forth in Section 3.10(b3.08(b), the Company may elect to pay the Change in Control Repurchase Price (to the extent not paid in cash) by delivering the number delivery of shares of Common Stock having a fair market value equal to (i) the Change in Control Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Change in Control Repurchase Date. As used in this Section 3.10, the term "Common Stock" means the Common Stock or the common stock of the successor or purchasing corporation, as the case may bePrice. Whenever in this First Supplemental Indenture (including Sections 2.01, 6.01(a) and 6.07) or Exhibit A-1 annexed hereto there is a reference, in any context, reference to the principal of any Note as of any time, such reference shall be deemed to include reference to the Change in Control Repurchase Price payable in respect to of such Note to the extent that such Change in Control Repurchase Price is, was or would be so payable at such time, and express mention of the Change in Control Repurchase Price in any provision of this First Supplemental Indenture shall not be construed as excluding the Change in Control Repurchase Price in those provisions of this First Supplemental Indenture when such express mention is not made; provided. Any rights of Holders, howevercontractual or otherwise, arising under or pursuant to any offer to repurchase Notes made by the Company under this Section 3.08 shall be subordinated in right of payment to all Senior Indebtedness to the same extent as the Notes are subordinated to Senior Indebtedness under the provisions of Article 5 and such offer to repurchase shall provide that, for if at the purposes time the Notes are required to be repurchased pursuant to such offer, payment of the Notes is not permitted pursuant to the provisions of Article 11 hereof5, such reference shall be deemed to include reference to the Change in Control Repurchase Price only to the extent the Change in Control Repurchase Price is payable in cash or Common Stock or a combination thereof. A "Change in Control" of the Company shall use its best efforts to obtain all necessary waivers from, or to repay in full, the holders of Senior Indebtedness in order to permit such repurchase. Notwithstanding the foregoing, any failure by the Company to comply with this Section 3.08 to offer to repurchase, or to repurchase, the Notes shall be deemed to have occurred at such time after a default in the original issuance of Notes when any of performance by the following events has occured:Company hereunder.

Repurchase of Notes at Option of the Holder upon Change in Control. (a) If there shall have occurred a Change in Control, all or any portion of the Notes of any Holder equal to $1,000 or a whole multiple of $1,000, not previously called for redemption, shall be repurchased by the Company, at the option of such Holder, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, together with interest accrued and unpaid to, but excluding, the repurchase date (the "Change in Control Repurchase Price"), on the date (the "Change in Control Repurchase Date") that is 45 Business Days after the Change in Control Repurchase Notice; provided, however, if such that installments of interest on Notes whose Stated Maturity is prior to or on the Change in Control Repurchase Date occurs between the close of business on any Regular Record Date and the opening of business on the next succeeding Interest Payment Date, then the interest payable on such date shall be paid payable to the Holders of such Notes, or one or more predecessor Notes, registered as such on the relevant Regular Record Date according to their terms. Subject to the fulfillment by the Company of the conditions set forth in Section 3.10(b)) hereof, the Company may elect to pay the Change in Control Repurchase Price (to the extent not paid in cash) by delivering the number of shares of Common Stock equal to (i) the Change in Control Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Change in Control Repurchase Date. As used in this Section 3.10, the term "Common Stock" means the Common Stock or the common stock of the successor or purchasing corporation, as the case may be. Whenever in this Indenture (including Sections 2.01, 6.01(a) and 6.076.07 hereof) or Exhibit Exhibits A-1 and A-2 annexed hereto there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Change in Control Repurchase Price payable in respect to such Note to the extent that such Change in Control Repurchase Price is, was or would be so payable at such time, and express mention of the Change in Control Repurchase Price in any provision of this Indenture shall not be construed as excluding the Change in Control Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that, for the purposes of Article 11 hereof, such reference shall be deemed to include reference to the Change in Control Repurchase Price only to the extent the Change in Control Repurchase Price is payable in cash or Common Stock or a combination thereof. A "Change in Control" of the Company shall be deemed to have occurred at such time after the original issuance of Notes when any of the following events has occured:.

Repurchase of Notes at Option of the Holder upon Change in Control. (a) If there shall have occurred a Change in Control, all or any portion of the Notes of any Holder equal to $1,000 or a whole multiple of $1,000, not previously called for redemption, shall be repurchased by the Company, at the option of such Holder, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, together with interest accrued and unpaid to, but excluding, the repurchase date (the "Change in Control Repurchase Price"), on the date (the "Change in Control Repurchase Date") that is 45 days (or if that 45th day is not a Business Days Day, the next succeeding Business Day) after the Change in Control Repurchase Notice; provided, however, if such that installments of interest on Notes whose Stated Maturity is prior to or on the Change in Control Repurchase Date occurs between the close of business on any Regular Record Date and the opening of business on the next succeeding Interest Payment Date, then the interest payable on such date shall be paid payable to the Holders of such Notes, or one or more predecessor Notes, registered as such on the relevant Regular Record Date according to their terms. Subject to the fulfillment by the Company of the conditions set forth in Section 3.10(b)) hereof, the Company may elect to pay the Change in Control Repurchase Price (to the extent not paid in cash) by delivering the number of shares of Common Stock equal to (i) the Change in Control Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Change in Control Repurchase Date. As used in this Section 3.10, the term "Common Stock" means the Common Stock or the common stock of the successor or purchasing corporation, as the case may be. Whenever in this Indenture (including Sections 2.01, 6.01(a) and 6.076.07 hereof) or Exhibit A-1 annexed hereto there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Change in Control Repurchase Price payable in respect to such Note to the extent that such Change in Control Repurchase Price is, was or would be so payable at such time, and express mention of the Change in Control Repurchase Price in any provision of this Indenture shall not be construed as excluding the Change in Control Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that, for the purposes of Article 11 hereof, such reference shall be deemed to include reference to the Change in Control Repurchase Price only to the extent the Change in Control Repurchase Price is payable in cash or Common Stock or a combination thereof. A "Change in Control" of the Company shall be deemed to have occurred at such time after the original issuance of Notes when as any of the following events has occuredshall occur:

Repurchase of Notes at Option of the Holder upon Change in Control. (a) If there shall have occurred a Change in Control, all or any portion of the Notes of any Holder equal to $1,000 or a whole multiple of $1,000, not previously called for redemption, shall be repurchased by the Company, at the option of such Holder, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, together with interest accrued and unpaid interest, if any, to, but excludingnot including, the repurchase date (the "Change in Control Repurchase Price"), on the date (the "Change in Control Repurchase Date") that is not later than 45 Business Days after the date the Company provides notice of a Change in Control Repurchase Notice; in accordance with Section 3.09(c) hereof, provided, however, that if such the Change in Control Repurchase Date occurs between the close of business on any is after a Regular Record Date and but on or prior to the opening of business on the next succeeding corresponding Interest Payment Date, then the accrued and unpaid interest payable becoming due on such date Interest Payment Date shall be paid payable to the Holders of such Notes, or one or more predecessor Notes, registered as such on the relevant Regular Record Date according to their terms, and the Change in Control Repurchase Price shall not include such interest payment. Subject The Change in Control Repurchase Price may be paid for, at the election of the Company, in cash or shares of Common Stock, subject to the fulfillment by the Company of the conditions set forth in Section 3.10(b), 3.09(b) hereof. If the Company may elect elects to pay the Change in Control Repurchase Price (to the extent not paid in cash) by delivering shares of Common Stock in lieu of cash, the number of shares of Common Stock to be issued shall be equal to (i) the Change in Control Repurchase Price divided by (ii) 95% of the average of the Closing Prices per Price of one share of Common Stock for the five ten consecutive Trading Days immediately preceding and including the third Trading Day prior to the Change in Control Repurchase Date. As used The Company shall designate, in this the notice of the Change in Control provided to Holders pursuant to Section 3.10, 3.09(c) hereof whether the term "Company will repurchase the Notes for cash or shares of Common Stock" means ; provided, however, that the Company will pay cash for fractional interest in a share of Common Stock or Stock. For purposes of determining the common stock existence of potential fractional interests, all Notes subject to repurchase by the successor or purchasing corporation, as the case Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). The Company may be. Whenever in this Indenture (including Sections 2.01, 6.01(a) and 6.07) or Exhibit A-1 annexed hereto there is a reference, in any context, not change its election with respect to the principal consideration to be paid once the Company has given the notice of any Note as Change in Control to Holders pursuant to Section 3.09(c) hereof, except in the event of any a failure to satisfy, prior to 5:00 p.m., New York City time, such reference shall be deemed to include reference to on the Business Day immediately preceding the Change in Control Repurchase Price payable in respect to such Note Date, any condition to the extent that such Change in Control Repurchase Price is, was or would be so payable at such time, and express mention payment of the Change in Control Repurchase Price in any provision whole or in part, in shares of this Indenture shall not be construed as excluding the Change in Control Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that, for the purposes of Article 11 hereof, such reference shall be deemed to include reference to the Change in Control Repurchase Price only to the extent the Change in Control Repurchase Price is payable in cash or Common Stock or a combination thereofStock. A "Change in Control" of the Company shall be deemed to have occurred at such time after the original issuance of Notes when as any of the following events has occuredshall occur: