Common use of Deferral Pending Change in Control Clause in Contracts

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraphs (a) and (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not occurred on the Proposed Prepayment Date in respect thereof (or, solely with respect to the Synergy Acquisition, on the date specified as the proposed date of the Change in Control in the Officer’s Certificate delivered pursuant to subparagraph (g)), the prepayment shall be deferred until, and shall be made on, the date on which such Change in Control occurs (or, solely with respect to the Synergy Acquisition, the date that is the same number of Business Days after the date on which the Change in Control occurs as the Proposed Prepayment Date was after the proposed date of the Change in Control specified in the Officer’s Certificate delivered pursuant to subparagraph (g)). Subject to compliance with applicable law and other Company obligations, the Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraphs subparagraph (a) and (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not occurred on the Proposed Prepayment Date in respect thereof (or, solely with respect to the Synergy Acquisition, on the date specified as the proposed date of the Change in Control in the Officer’s Certificate delivered pursuant to subparagraph (g))thereof, the prepayment shall be deferred until, and shall be made on, the date on which such Change in Control occurs (or, solely with respect to the Synergy Acquisition, the date that is the same number of Business Days after the date on which the Change in Control occurs as the Proposed Prepayment Date was after the proposed date of the Change in Control specified in the Officer’s Certificate delivered pursuant to subparagraph (g))occurs. Subject to compliance with applicable law and other Company obligations, the The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded). In the event that such Change in Control has not occurred within six months of the Proposed Prepayment Date in respect thereof and no determination by the Company pursuant to clause (iii) of the preceding sentence has been made that results in any offer's rescission, the Company shall again offer to prepay the Notes pursuant to subparagraph (c), which offer may be accepted or rejected pursuant to this Section 8.3.

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraphs (a) and subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has does not occurred occur on the Proposed Prepayment Date in respect thereof (or, solely with respect to the Synergy Acquisition, on the date specified as the proposed date of the Change in Control in the Officer’s Certificate delivered pursuant to subparagraph (g))thereof, the prepayment shall be deferred until, until and shall be made on, on the date on which such Change in Control occurs (or, solely with respect to the Synergy Acquisition, the date that is the same number of Business Days after the date on which the Change in Control occurs as the Proposed Prepayment Date was after the proposed date of the Change in Control specified in the Officer’s Certificate delivered pursuant to subparagraph (g))occurs. Subject to compliance with applicable law and other Company obligations, the Each Constituent Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the such Constituent Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded). In the event of any such deferral, each holder of Notes shall have the privilege by written notice to the Company of rescinding its acceptance pursuant to paragraph (d) of this Section of the Company's offer to prepay the Notes held by such holder.