Common use of Repurchase Upon Designated Event Clause in Contracts

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “Designated Event Date”), the Company shall notify the holders of Convertible Notes in writing of such occurrence and shall make an offer (the “Designated Event Offer”) to repurchase all Convertible Notes then outstanding at a repurchase price in cash (the “Designated Event Payment”) equal to 100% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “Designated Event Offer Termination Date”) which is at least 20 Business Days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Notes may elect to tender their Convertible Notes in whole or in part in integral multiples of $100 in exchange for cash. Payment shall be made by the Company in respect of Convertible Notes properly tendered pursuant to this Section 4.06 on a specified Business Day (the “Designated Event Payment Date”) which shall be no later than 35 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “"Designated Event Date”"), the Company shall notify the holders of Convertible Subordinated Notes in writing of such occurrence and shall make an offer (the “"Designated Event Offer”") to repurchase all Convertible Subordinated Notes then outstanding at a repurchase price in cash (the “"Designated Event Payment”") equal to 100% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Subordinated Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “"Designated Event Offer Termination Date”") which is at least 20 Business Days business days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $100 1,000 in exchange for cash. Payment shall be made by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section 4.06 on a specified Business Day business day (the “"Designated Event Payment Date”") which shall be no earlier than five business days after the applicable Designated Event Offer Termination Date and no later than 35 60 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “Designated Event Date”), the Company shall notify the holders of Convertible Notes in writing of such occurrence and shall make an offer (the “Designated Event Offer”) to repurchase all Convertible Notes then outstanding at a repurchase price in cash (the “Designated Event Payment”) equal to 100% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “Designated Event Offer Termination Date”) which is at least 20 Business Days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Notes may elect to tender their Convertible Notes in whole or in part in integral multiples of $100 1,000 in exchange for cash. Payment shall be made by the Company in respect of Convertible Notes properly tendered pursuant to this Section 4.06 on a specified Business Day (the “Designated Event Payment Date”) which shall be no later than 35 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “"Designated Event Date”"), the Company shall notify the holders of Convertible Subordinated Notes in writing of such occurrence and shall make an offer (the “"Designated Event Offer”") to repurchase all Convertible Subordinated Notes then outstanding at a repurchase price in cash (the “"Designated Event Payment”") equal to 100% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Subordinated Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “"Designated Event Offer Termination Date”") which is at least 20 Business Days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $100 1,000 in exchange for cash. Payment shall be made by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section 4.06 on a specified Business Day (the “"Designated Event Payment Date”") which shall be no later than 35 60 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “"Designated Event Date”"), the Company shall notify the holders of Senior Convertible Notes in writing of such occurrence and shall make an offer (the “"Designated Event Offer”") to repurchase all Senior Convertible Notes then outstanding at a repurchase price in cash (the “"Designated Event Payment”") equal to 100% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Senior Convertible Notes as shown on the Register of such holders maintained by the Registrar not more than 20 30 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “"Designated Event Offer Termination Date”") which is at least 20 Business Days 30 business days from the date such notice is mailed. During the period specified in such notice, holders of Senior Convertible Notes may elect to tender their Senior Convertible Notes in whole or in part in integral multiples of $100 1,000 in exchange for cash. Payment shall be made by the Company in respect of Senior Convertible Notes properly tendered pursuant to this Section 4.06 on a specified Business Day business day (the “"Designated Event Payment Date”") which shall be no later earlier than 35 five business days after the applicable Designated EventEvent Offer Termination Date and no later than 70 days after the applicable Designated Event Date. The notice, which shall govern the terms of the Designated Event Offer, shall include a form of written notice of repurchase substantially in the form attached in Exhibit A hereto (the "Designated Event Purchase Notice") to be completed by the holder and shall include such disclosures as are required by law and shall state:

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “Designated Event Date”), the Company shall notify the holders of Convertible Notes in writing of such occurrence and shall make an offer (the “Designated Event Offer”) to repurchase all Convertible Notes then outstanding at a repurchase price in cash (the “Designated Event Payment”) equal to 100% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “Designated Event Offer Termination Date”) which is at least 20 Business Days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Notes may elect to tender their Convertible Notes in whole or in part in integral multiples of $100 1,000 in exchange for cash. Payment shall be made by the Company in respect of Convertible Notes properly tendered pursuant to this Section 4.06 on a specified Business Day (the “Designated Event Payment Date”) which shall be no later than 35 60 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “"Designated Event Date”"), the Company shall notify the holders of Convertible Subordinated Notes in writing of such occurrence and shall make an offer (the “"Designated Event Offer”") to repurchase all Convertible Subordinated Notes then outstanding at a repurchase price in cash (the “"Designated Event Payment”") equal to 100% of the principal amount Accreted Principal Amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest (including Contingent Interest, if any) and Liquidated Damages, if any, to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Subordinated Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “"Designated Event Offer Termination Date”") which is at least 20 Business Days business days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $100 1,000 of Original Principal Amount in exchange for cash. Payment shall be made by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section 4.06 on a specified Business Day business day (the “"Designated Event Payment Date”") which shall be no later than 35 60 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “"Designated Event Date”"), the Company shall notify the holders of Convertible Subordinated Notes in writing of such occurrence and shall make an offer (the “"Designated Event Offer”") to repurchase all Convertible Subordinated Notes then outstanding at a repurchase price in cash (the “"Designated Event Payment”") equal to 100101% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest interest, if any, to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Subordinated Notes as shown on the Register register of such holders maintained by the Registrar not more less than 20 days after the applicable Designated Event Date at the addresses as shown on the Register register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “"Designated Event Offer Termination Date”") which is at least 20 Business Days business days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $100 1,000 in exchange for cash. Payment shall be made by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section 4.06 on a specified Business Day business day (the “"Designated Event Payment Date”) which shall be no later than 35 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state:")

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “"Designated Event Date”"), the Company shall notify the holders of Convertible Subordinated Notes in writing of such occurrence and shall make an offer (the “"Designated Event Offer”") to repurchase all or any part (equal to $50 or an integral multiple thereof) Convertible Subordinated Notes then outstanding at a repurchase price in cash (the “"Designated Event Payment”") equal to 100% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest interest, if any, to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Subordinated Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “"Designated Event Offer Termination Date”") which is at least 20 Business Days business days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $100 50 in exchange for cash. Payment shall be made by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section 4.06 on a specified Business Day business day (the “"Designated Event Payment Date”") which shall be no earlier than five business days after the applicable Designated Event Offer Termination Date and no later than 35 60 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “Designated Event Date”), the Company shall notify the holders of Convertible Subordinated Notes in writing of such occurrence and shall make an offer (the “Designated Event Offer”) to repurchase all Convertible Subordinated Notes then outstanding at a repurchase price in cash (the “Designated Event Payment”) equal to 100% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Subordinated Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “Designated Event Offer Termination Date”) which is at least 20 Business Days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $100 1,000 in exchange for cash. Payment shall be made by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section 4.06 on a specified Business Day (the “Designated Event Payment Date”) which shall be no later than 35 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “Designated Event Date”), the Company shall notify the holders of Convertible Notes in writing of such occurrence and shall make an offer (the “Designated Event Offer”) to repurchase all Convertible Notes then outstanding at a repurchase price in cash (the “Designated Event Payment”) equal to 100% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the Designated Event Payment Date (as defined below). Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “Designated Event Offer Termination Date”) which is at least 20 Business Days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Notes may elect to tender their Convertible Notes in whole or in part in integral multiples of $100 1,000 in exchange for cash. Payment shall be made by the Company in respect of Convertible Notes properly tendered pursuant to this Section 4.06 on a specified Business Day (the “Designated Event Payment Date”) which shall be no later than 35 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state:

Repurchase Upon Designated Event. Following a Designated Event (the date of each such occurrence being the “"Designated Event Date”"), the Company shall notify the holders of Convertible Subordinated Notes and the Trustee in writing of such occurrence and shall make an offer (the “"Designated Event Offer”") to repurchase all Convertible Subordinated Notes then outstanding at a repurchase price in cash (the “"Designated Event Payment”") equal to 100% of the principal amount thereof, plus a premium of 7.5% of such principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the Designated Event Payment Date (as defined below). Unless and until the Trustee shall receive a notice of the occurrence of a Designated Event, the Trustee may assume without inquiry that none has occurred. Notice of a Designated Event shall be mailed by or at the direction of the Company to the holders of Convertible Subordinated Notes as shown on the Register of such holders maintained by the Registrar not more than 20 days after the applicable Designated Event Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Designated Event Offer shall remain open until a specified date (the “"Designated Event Offer Termination Date”") which is at least 20 Business Days from the date such notice is mailed. During the period specified in such notice, holders of Convertible Subordinated Notes may elect to tender their Convertible Subordinated Notes in whole or in part in integral multiples of $100 1,000 in exchange for cash. Payment shall be made by the Company in respect of Convertible Subordinated Notes properly tendered pursuant to this Section 4.06 on a specified Business Day (the “"Designated Event Payment Date”") which shall be no earlier than five Business Days after the applicable Designated Event Offer Termination Date and no later than 35 60 days after the applicable Designated Event. The notice, which shall govern the terms of the Designated Event Offer, shall include such disclosures as are required by law and shall state: