Common use of Condition to Company Action Clause in Contracts

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 fifteen (15) Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.8.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) subject to subparagraph (d), contemporaneously with the consummation of such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes, on a pro rata basis in respect of all Notes of all Series outstanding at such time, as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.9, accompanied by the certificate described in subparagraph (g) of this Section 8.78.9, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.9.

Condition to Company Action. The Company will not take any action that consummates or finalizes a any Change in of Control or Material Change unless (i) at least 15 Business Days 25 days prior to such action it shall have given to each holder of Notes written notice containing and a constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.1(c), accompanied by the a certificate described in subparagraph (gSection 8.1(g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes (together with the Prepayment Premium, if any) required to be prepaid in accordance with this Section 8.78.1.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay each Class of Notes as described in subparagraph (c) of this Section 8.78.5 or an election to prepay each Class of Notes as described in subparagraph (e) of this Section 8.5, accompanied by the certificate described in subparagraph (gh) of this Section 8.78.5, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.5.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days not less than thirty (30) days and not more than sixty (60) days prior to such action it action, the Company shall have given delivered to each holder of Notes written notice containing a Note a Section 8.3 Notice and constituting an offer Offer to prepay Notes as described in subparagraph (cPrepay pursuant to Section 8.3(c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7below, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 45 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7SECTION 2.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7SECTION 2.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7SECTION 2.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) a Change of this Section 8.7Control Prepayment Certificate, and (ii) subject to the provisions of paragraphs (d) and (f) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 10 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.79.6(c), accompanied by the certificate described in subparagraph (g) of this Section 8.79.6(f), and (ii) contemporaneously with the action taken to consummate or finalize any such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.79.6.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control (which, for purposes of clarity, shall not include Control Events) unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action action, directly or indirectly, that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.10, accompanied by the certificate described in subparagraph (g) of this Section 8.78.10, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.10.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of the Notes written notice containing and constituting an offer to prepay all outstanding Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all outstanding Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes consummate a Change in of Control unless (i) at least 15 Business Days prior to such action consummation it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph paragraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.7, and (ii) contemporaneously with such actionconsummation, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 20 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.5, accompanied by the certificate described in subparagraph (g) of this Section 8.78.5, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.5.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7Section, accompanied by the certificate described in subparagraph (g) of this Section 8.7Section, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7Section.

Condition to Company Action. The Company will not take any action within its control that consummates or finalizes a Change in Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) subject to subparagraph (d), solely with respect to the Synergy Acquisition, within 45 days following the consummation of such Change of Control, and with respect to all other transactions, contemporaneously with the consummation of such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control of the Company unless (i) at least 15 fifteen (15) Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (gf) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required whose holders have accepted the offer to be prepaid prepay in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.8.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days thirty (30) days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.710.6(c), accompanied by the certificate described in subparagraph (g) of this Section 8.710.6(f), and (ii) contemporaneously with the action taken to consummate or finalize any such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.710.6.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8, accompanied by the certificate described in subparagraph (g) of this Section 8.78.8, and (ii) subject to subparagraph (d), contemporaneously with the consummation of such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.78.8.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days days prior to such action it the Company shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes as described in subparagraph (c) of this Section 8.72.3, accompanied by the certificate described in subparagraph (g) of this Section 8.72.3, and (ii) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.72.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of 2009 Notes written notice containing and constituting an offer to prepay the 2009 Notes as described in subparagraph (c) of this Section 8.78 of this Supplement, accompanied by the certificate described in subparagraph (g) of this Section 8.78 of this Supplement, and (ii) contemporaneously with such action, it prepays all 2009 Notes required to be prepaid in accordance with this Section 8.78 of this Supplement.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 45 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.subparagraph

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.8.3. UNITED STATIONERS SUPPLY CO. Note Purchase Agreement

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Series 2009C Notes written notice containing and constituting an offer to prepay Series 2009C Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Series 2009C Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph paragraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii2) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 45 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.72.6, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.72.6.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i1) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.6(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.6(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.78.6.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of 2011 Notes written notice containing and constituting an offer to prepay the 2011 Notes as described in subparagraph (c) of this Section 8.78 of this Supplement, accompanied by the certificate described in subparagraph (g) of this Section 8.78 of this Supplement, and (ii) contemporaneously with such action, it prepays all 2011 Notes required to be prepaid in accordance with this Section 8.78 of this Supplement.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 30 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.9, accompanied by the certificate described in subparagraph (g) of this Section 8.78.9, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.9.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to New York Life and each holder of Notes a Note written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such actionif required by this Section 8.3, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) a Change of this Section 8.7Control Prepayment Certificate, and (ii) subject to the provisions of paragraphs (d) and (f) below, 12660262v2 contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 40 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph paragraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.6, accompanied by the certificate described in subparagraph (g) of this Section 8.78.6, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.6.

Condition to Company Action. The Neither the Trustee nor the Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it they shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes Noteholder written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 20 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Series A Notes written notice containing and constituting an offer to prepay Series A Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Series A Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action action, directly or indirectly, that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Series 2014B Notes written notice containing and constituting an offer to prepay Series 2014B Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Series 2014B Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days thirty (30) days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.8.3. (c)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.7, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.8.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.8.3. Sensient Technologies Corporation Note Purchase Agreement

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 45 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7SECTION 2.6, accompanied by the certificate described in subparagraph (g) of this Section 8.7SECTION 2.6, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7SECTION 2.6.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to Prudential and each holder of Notes a Note written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes the Lender written notice containing and constituting an offer to prepay Notes the Note as described in subparagraph (c) of this Section 8.79.16, accompanied by the certificate described in subparagraph (g) of this the Section 8.79.16, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7the Note.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i1) at least 15 Business Days 30 days prior to such action it the Company shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 60 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an and offer to prepay purchase Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays purchases all Notes required to be prepaid purchased in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in -20- Vectren Utility Holdings, Inc. Note Purchase Agreement subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Series D Notes written notice containing and constituting an offer to prepay the Series D Notes as described in subparagraph (c) of this Section 8.77 of this Supplement, accompanied by the certificate described in subparagraph (g) of this Section 8.77 of this Supplement, and (ii) contemporaneously with such action, it prepays all Series D Notes required to be prepaid in accordance with this Section 8.77 of this Supplement.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 60 days prior to such action it shall have given to each holder of Notes Holder written notice containing and constituting an offer to prepay purchase Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays purchases all Notes required to be prepaid purchased in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.. 4850-4933-9817 v1

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 fifteen (15) Business Days prior to such action it shall have given to each holder of Notes written notice containing and ​ ​ ​ constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.8.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days fifteen days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.1, accompanied by the certificate described in subparagraph (g) of this Section 8.78.1, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.1.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in In Control unless (i) at least 15 Business Days thirty (30) days prior to such action it shall have given to each holder of Notes Holder written notice containing and constituting an offer to prepay purchase the Notes as described in subparagraph (c) of this Section 8.79.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.79.7(g), and (ii) contemporaneously with such action, it prepays shall have purchased all Notes required to be prepaid purchased in accordance with this Section 8.79.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.in

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 20 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.and

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 fifteen (15) Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.8.8. ​ ​ ​ ​ ​

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, 4824-7341-0592.7 contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Series E Notes written notice containing and constituting an offer to prepay the Series E Notes as described in subparagraph (c) of this Section 8.77 of this Supplement, accompanied by the certificate described in subparagraph (g) of this Section 8.77 of this Supplement, and (ii) contemporaneously with such action, it prepays all Series E Notes required to be prepaid in accordance with this Section 8.77 of this Supplement.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes, on a pro rata basis in respect of all Notes outstanding at such time, as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.. CenterPoint Energy Resources Corp. Note Purchase Agreement

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.3(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (cSection 2.06(a)(3) of this Section 8.7below, accompanied by the certificate described in subparagraph (gSection 2.06(a)(7) of this Section 8.7below, and (ii) contemporaneously with consummation of such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.72.06(a).

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes, on a pro rata basis in respect of all Notes outstanding at such time, as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.and

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice (including a description of the terms of such Change in Control in sufficient detail to enable a holder of Notes to evaluate the merits thereof) containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3(c), accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3(f).

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days thirty (30) days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph paragraph (c) of this Section 8.7, accompanied by the -16- certificate described in subparagraph paragraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control or Management Buyout unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, and accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 10 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (ciii) of this Section 8.79.1(d), accompanied by the certificate described in subparagraph (gvii) of this Section 8.79.1(d), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.79.1(d).

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.79.2, accompanied by the certificate described in subparagraph (g) of this Section 8.79.2, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.79.2.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.8.3. (c)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days days prior to such action it the Company shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.7.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 thirty (30) Business Days prior to such action it the Obligors shall have given to each holder of Notes written notice (by telecopy and overnight delivery service) containing and constituting an offer to prepay the Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays they prepay all Notes required to be prepaid in accordance with this Section 8.78.3.

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.6(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.6(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.78.6.