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

Repurchase of Notes upon a Change of Control. (a) 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 thereof plus accrued interest to, but not including, the date of purchase, subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) The Company will not be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase, or (2) notice of redemption has been given pursuant to this Indenture as described under Section 3.01, unless and until there is a default in payment of the applicable redemption price. An Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase. (c) The provisions under this Indenture 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 amended as described in Article 9.

Repurchase of Notes upon a Change of Control. (a) Not later The Company shall, upon not less than 30 nor more than 60 days’ prior notice to the Holders and the Trustee, given not more than 30 days following a Change of Control, except to the extent the Company will has delivered irrevocable notice to the Trustee of its intention to redeem all of the Notes as described under Section 3.01, make an Offer to Purchase all outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but not includingexcluding, the date of purchase, subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) Notwithstanding anything to the contrary herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. (c) The Company will not be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase, Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.01, unless and until there is a default in payment of the applicable redemption price. An Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase. (c) The provisions under this Indenture 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 amended as described in Article 9.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase (a “Change of Control Offer”) all outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued interest to, but not including, to the date of purchase, purchase (subject to the rights right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this Section 4.12 in the event that it has exercised its right to redeem all of the Notes as described in Section 3.01(b). (b) The Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1i) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an a Change of Control Offer to Purchase made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchasesuch Change of Control Offer, or (2ii) notice of redemption has been given pursuant to this Indenture as described under in Section 3.01, unless and until there is a default in payment of the applicable redemption price. An A Change of Control Offer to Purchase may be made in advance of a Change of Control, conditional with the obligation to pay and the timing of payment conditioned upon such the consummation of the Change of Control, if a definitive agreement to effect a Change of Control is in place for at the time of the Change of Control at the time of making of the Offer to PurchaseOffer. (c) The provisions under this Indenture 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 amended as described in Article 9.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Company has exercised its right to redeem all of the Notes as described in Section 3.01, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued interest to, but not includingexcluding, the date of purchase, subject to purchase (the rights “change of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)control payment”) in accordance with Section 3.04. (b) The Company will If Noteholders of not be required to make an Offer to Purchase upon a Change less than 90% in aggregate principal amount of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable outstanding Notes properly tender such Notes pursuant to an Offer to Purchase made by in connection with a Change of Control as described in Section 4.11(a) and the Company, or any third party making an Offer to Purchase in lieu of the Company and as described above, purchases all of the Notes properly tendered by such Noteholders, all of the Noteholders will be deemed to have consented to such Offer to Purchase and the Company or such third party will have the right upon notice given in accordance with Section 3.03 not withdrawn under more than 60 days following the purchase date pursuant to the Offer to Purchase, or (2) notice to redeem on the date of redemption has been given pursuant to this Indenture as described under Section 3.01, unless and until there is a default in payment of the applicable redemption price. An Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase. (c) The provisions under this Indenture relating , any and all Notes that remain outstanding following such Offer to Purchase, at a price in cash equal to the Company’s obligation to make an offer to repurchase the Notes as a result change of a Change of Control may be waived or amended as described in Article 9control payment.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, the Company Issuer will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued interest to, but not including, to the date of purchase, subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) The Company Issuer will not be required to make an Offer to Purchase upon a Change of Control if (1i) a third party makes the such Offer to Purchase contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth in of this Indenture applicable to an Offer to Purchase made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Offer to Purchase, or (2ii) a notice of redemption to the Holders of the Notes has been given pursuant to this Indenture as described under Section 3.01, unless and until there is a default in payment 3.02 to redeem all of the applicable redemption priceNotes and all Notes shall have been redeemed or (iii) in the event that upon the consummation of such Change of Control, the Issuer defeases the Notes pursuant to Article 8. An Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to PurchasePurchase is made. (c) The provisions under this Indenture 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 amended as described in Article 9.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase (a “Change of Control Offer”) all outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued interest to, but not including, to the date of purchase, purchase (subject to the rights right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this Section 4.12 in the event that it has exercised its right to redeem all of the Notes as described in Section 3.01 as set forth in paragraph (b) below. (b) The Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1i) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this the Indenture applicable to an a Change of Control Offer to Purchase made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchasesuch Change of Control Offer, or (2ii) notice of redemption has been given pursuant to this the Indenture as described under in Section 3.01, unless and until there is a default in payment of the applicable redemption price. An Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase. (c) The provisions under this Indenture 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 amended as described in Article 9.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, except to the extent the Company has delivered irrevocable notice to the Trustee of its intention to redeem all of the Notes as described under Section 3.01, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued interest to, but not including, to the date of purchase, subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) Notwithstanding anything to the contrary herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. (c) The Company will not be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this the Indenture applicable to an Offer to Purchase made by the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase, Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this the Indenture as described above under Section 3.01, unless and until there is a default in payment of the applicable redemption price. An Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase. (c) The provisions under this Indenture 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 amended as described in Article 9.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, except to the Company extent the Issuers have delivered irrevocable notice to the Trustee of their intention to redeem all of the Notes as described under Section 3.01, the Issuers will make an Offer to Purchase all outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but not including, to the date of purchase, subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) Notwithstanding anything to the contrary herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. (c) The Company Issuers will not be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase, Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.01, unless and until there is a default in payment of the applicable redemption price. An Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase. (c) The provisions under this Indenture 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 amended as described in Article 9.

Repurchase of Notes upon a Change of Control. (a) Not later than Within 30 days following a any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase (the "Change of Control Offer") Notes on the Change of Control Payment 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, pursuant to the procedures described in the notice. Pursuant to the Change of Control Offer, each Holder of Notes will make have the right to require the Company to repurchase all or any part (equal to $1,000 or an Offer to Purchase all outstanding integral multiple thereof) of that Holder's Notes at on the terms set forth herein. In the Change of Control Offer, the Company will offer a purchase price payment in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest toand Additional Interest, but not includingif any, thereon, to the date of purchase, subject to purchase (the rights "Change of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Control Payment Date"). (b) The Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.12 applicable to an a Change of Control Offer to Purchase made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer to Purchase, or (2) a notice of redemption has been given pursuant to this Indenture as described under Section 3.013.03 with respect to all the Notes, unless and until there is a default in payment of the applicable redemption price. An Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase. (c) The provisions under this Indenture 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 amended as described in Article 9.

Repurchase of Notes upon a Change of Control. (a) Not later than The Company must commence, within 30 days following after the occurrence of a Change of Control, the Company will make and consummate an Offer to Purchase for all outstanding Notes then outstanding, at a purchase price equal to 101% of the their principal amount thereof amount, plus accrued interest to, but not including, the date of purchase, subject (if any) to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) . The Company will not be required to make an Offer to Purchase upon a Change of Control pursuant to this Section 4.12 if (1) a third party makes an offer to purchase the Offer to Purchase Notes in the manner, at the times and price and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Company Section and purchases all Notes properly validly tendered and not withdrawn under in such Offer to Purchase. Prior to the commencement (or mailing) of the Offer to PurchasePurchase referred to above, or (2) notice of redemption has been given pursuant to this Indenture as described under Section 3.01, unless and until there is a default but in payment of the applicable redemption price. An Offer to Purchase may be made in advance of a any event within 30 days following any Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase.Company will: (c1) The provisions repay in full and terminate all commitments under this Indenture relating to Indebtedness under the Company’s obligation to make an offer to repurchase Credit Agreement and all other Senior Indebtedness the Notes as a result terms of which require repayment upon a Change of Control may be waived or amended offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all other such Senior Indebtedness and to repay the Indebtedness owed to, and terminate all commitments of, each lender which has accepted such offer; or (2) obtain the requisite consents under the Credit Agreement and all other Senior Indebtedness to permit the repurchase of the Notes as described in Article 9provided above.