Common use of Repurchase of Notes upon a Change of Control Clause in Contracts

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have has exercised its option right to redeem the Notes as described in ‎Section 4.02 of such series as provided in Section 3.8this First Supplemental Indenture, the Company shall be is required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to in excess of $2,000 or a higher and in integral multiple multiples of $1,000 in excess thereof1,000) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to to, but not including excluding, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a Change of Control, the Company will electronically deliver or mail a notice shall be mailed to Holders each Holder of the Notes of Notes, with a copy to the applicable series (or otherwise provided in accordance with DTC procedures) Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes of such series on the payment date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the a Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes Note remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof1,000. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) by such other method as determined by a Board Resolution, the supplemental indenture or an Officers’ Certificate, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.82.3 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on the terms set forth in such this Section 2.4 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes a series of a seriesNotes, unless (i) the Company shall have exercised its option to redeem the such Notes of such series as provided described in Section 3.84.01 of this Supplemental Indenture or (ii) the Company shall have mailed notice of a special mandatory redemption pursuant to Section 4.02 hereof, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the such Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral any multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Notes of such series on the terms set forth in such this Section 4.03 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Event with respect to a series of Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the such Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.. On the Change of Control Payment Date, the Company shall, to the extent lawful:

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.83.03 of this Second Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 3.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesNotes, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest to the date of purchase; provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that, prior to the requirement to commence the Offer to Purchase the Company has mailed (aand/or to the extent permitted by applicable procedures or regulations, electronically delivered) If the notice to exercise its right to redeem all the Notes under the terms of Section 3.01 and redeemed the Notes in accordance with such notice. Notwithstanding anything in this Indenture to the contrary, if the Offer to Purchase is sent prior to the occurrence of the Change of Control, it may be conditioned upon the consummation of the Change of Control. In the event a Change of Control Triggering Event occurs with respect at a time when the Company is prohibited by the terms of any other Debt from purchasing the Notes or such requirement to purchase would result in a default thereunder, then prior to mailing (and/or to the Notes extent permitted by applicable procedures or regulations, electronically delivering) the notice of a seriesChange of Control to Holders, unless the Company shall have exercised its option to redeem the Notes but in any event within 30 days following any Change of such series as provided in Section 3.8Control, the Company shall be required (1) repay in full all obligations, and terminate all commitments, under such other Debtor (2) obtain the requisite consents under the agreements governing such other indebtedness to make an offer (permit the “Change of Control Offer”) to each Holder repurchase of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control OfferIf such a consent is not obtained or borrowings repaid, the Company shall remain prohibited from purchasing the Notes. The Company shall first comply with the provisions of this paragraph before it shall be required to offer payment repurchase the Notes pursuant to the other provisions of this Section 4.11 The Company’s failure to comply with this paragraph (and any failure to send a notice of Change of Control as a result of the prohibition in cash this paragraph) may (with notice and lapse of time) constitute an Event of Default described in clause (4) of Section 6.01, but shall not constitute an Event of Default described in clause (1) of Section 6.01. If Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase, and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the Notes repurchased, redeemed plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior thereon to the date of consummation redemption, subject to the right of the Change of Control, state that the offer to purchase is conditioned Holders on the Change of Control Triggering Event occurring relevant record dates to receive interest due on or prior to the Change of Control Payment Datean interest payment date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have has exercised its option to redeem the Notes of such series as provided in Section 3.8described above, the Company shall will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such the Notes. In the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesNotes, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall will be mailed (or otherwise delivered in accordance with the applicable procedures of DTC) to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (or otherwise provided delivered in accordance with the applicable procedures of DTC) or, if the notice is mailed (or otherwise provided delivered) prior to the Change of Control, no earlier than 30 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shallwill, if mailed (or otherwise provided delivered) prior to the date of consummation of the Change of Control, state that the offer to purchase repurchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.83.03 of this Fourth Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 3.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesNotes, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.84.01 of this Second Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral any multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 4.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a notice shall be mailed to Holders of Notes, with a copy to the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesSeries, unless the Company shall have exercised its option to redeem the Notes of such series Series as provided described in Section 3.82.3 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series Series to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series Series on the terms set forth in such this Section 2.4 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesSeries, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) Series describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series Series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8Control, the Company shall be required to will make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase purchase all or any part (equal to $2,000 or a higher Euro 1,000 aggregate principal amount and integral multiple of $1,000 in excess thereof) of that Holder’s the Notes of such series on pursuant to the terms set forth in such Notes. In offer described below (the "Change of Control Offer, the Company shall be required to offer payment ") at a price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, thereon to the date of repurchase, plus Additional Amounts, if any, on the Notes repurchased and Liquidated Damages, if any, to but not including the date of repurchase (and in the “Change case of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect Definitive Notes, subject to the Notes right of each seriesHolders of record on the relevant record date to receive interest and Liquidated Damages, within if any, due on the relevant interest payment date and Additional Amounts, if any, in respect thereof). Within 30 days following any Change of Control Triggering Event Control, the Company will publish notice of such in a leading newspaper having a general circulation in New York (which is expected to be The Wall Street Journal) and in Amsterdam (which is expected to be Het Financieele Dagblad) or, at in the Company’s optioncase of Definitive Notes, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, mail a notice shall be mailed to Holders of each Holder, with a copy to the Notes of Trustee, with the applicable series following information: (or otherwise provided in accordance with DTC proceduresi) describing the transaction that constitutes or may constitute the a Change of Control Triggering Event Offer is being made pursuant to this Section 4.15 and offering all Notes properly tendered pursuant to repurchase such Change of Control Offer will be accepted for payment; (ii) the Notes of such series on purchase price and the date specified in the noticepurchase date, which date shall will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed published, or where relevant, mailed, except as may be otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs required by applicable law (the “"Change of Control Payment Date”"). The notice shall; (iii) any Note not properly tendered will remain outstanding and continue to accrue interest and Liquidated Damages, if mailed or otherwise provided prior to any; (iv) unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the offer all Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer will cease to accrue interest, as the case may be, and to accrue Liquidated Damages, if any, on or prior to the Change of Control Payment Date; (v) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent and at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided, however, that the Paying Agent receives, not later than the close of business on the last day of the offer period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the principal amount of the Notes surrendered, which unpurchased portion must be equal to Euro 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder and will comply with the applicable laws of any non-U.S. jurisdiction in which a Change of Control Offer is made, in each case, to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations contained in this Indenture by virtue thereof. The provisions relating to the Company's obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.82.03 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in this Section 2.04 and in the Notes of such Notesseries. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.83.03 of this Third Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 3.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesNotes, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes a Series of a seriesNotes, unless the Company shall have exercised its option right to redeem the such Notes of such series as provided described in Section 3.84.02 of this First Supplemental Indenture, the Company shall will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series Series to repurchase all or any part (equal to $2,000 or a higher in integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment Series at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a Change of Control, the Company will electronically deliver or mail a notice shall be mailed to Holders of the Notes applicable Series of Notes, with a copy to the applicable series (or otherwise provided in accordance with DTC procedures) Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.83.03 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 3.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesNotes, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.82.03 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 2.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes a Series of a seriesNotes, unless the Company shall have has exercised its option right to redeem the such Notes as described in ‎Section 4.02 of such series as provided in Section 3.8this First Supplemental Indenture, the Company shall be is required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series Series to repurchase all or any part (equal to in excess of $2,000 or a higher and in integral multiple multiples of $1,000 in excess thereof1,000) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control OfferSeries, the Company shall be required to offer payment at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to to, but not including excluding, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a Change of Control, the Company will electronically deliver or mail a notice shall be mailed to Holders of the Notes each Holder of the applicable series (or otherwise provided in accordance Series of Notes, with DTC procedures) a copy to the Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes of such series on the payment date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the a Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes a Series of a seriesNotes, unless the Company shall have has exercised its option right to redeem the such Notes of such series as provided described in Section 3.84.02 of this First Supplemental Indenture, the Company shall be is required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series Series to repurchase all or any part (equal to in excess of $2,000 or a higher and in integral multiple multiples of $1,000 in excess thereof1,000) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control OfferSeries, the Company shall be required to offer payment at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to to, but not including excluding, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a Change of Control, the Company will electronically deliver or mail a notice shall be mailed to Holders of the Notes each Holder of the applicable series (or otherwise provided in accordance Series of Notes, with DTC procedures) a copy to the Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes of such series on the payment date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the a Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) by such other method as determined by a Board Resolution, supplemental indenture or an Officers’ Certificate, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.