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Exchange Offer in a manner that we determine to constitute a material change, or if we waive a material condition, we will promptly disclose the amendment or waiver in a manner reasonably
calculated to inform the holders of Old Notes of the amendment or waiver, and extend the offer if required by law.
intend to make public announcements of any delay in acceptance, extension, termination, amendment or waiver regarding the Exchange Offer prior to 9 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.
Conditions to the Exchange Offer
We will not be required to accept for exchange, or to exchange New Notes for, any Old Notes, and we may terminate the Exchange Offer as provided
in this prospectus at or before the Expiration Date, if:
- any law, statute, rule or regulation shall have been proposed, adopted or enacted, or interpreted in a manner, which, in our reasonable
judgment, would impair our ability to proceed with the Exchange Offer;
- any action or proceeding is instituted or threatened in any court or by or before the SEC or any other governmental agency with respect to the
Exchange Offer which, in our reasonable judgment, would impair our ability to proceed with the Exchange Offer;
- we have not obtained any governmental approval which we, in our reasonable judgment, consider necessary for the completion of the Exchange
Offer as contemplated by this prospectus;
- any change, or any condition, event or development involving a prospective change, shall have occurred or be threatened in the general
economic, financial, currency exchange or market conditions in the United States or elsewhere that, in our reasonable judgment, would impair our ability to proceed with the Exchange Offer;
- any other change or development, including a prospective change or development, that, in our reasonable judgment, has or may have a material
adverse effect on us, the market price of the August 2017 Notes, the New Notes or the Old Notes or the value of the Exchange Offer to us; or
- there shall have occurred (i) any suspension or limitation of trading in securities generally on the New York Stock Exchange or the
over-the-counter market; (ii) a declaration of a banking moratorium by United States Federal or New York authorities; or (iii) a commencement or escalation of a war or armed hostilities
involving or relating to a country where we do business or other international or national emergency or crisis directly or indirectly involving the United States.
conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our
sole discretion in whole or in part at any time and from time to time. A failure on our part to exercise any of the above rights shall not constitute a waiver of that right, and that right shall be
considered an ongoing right which we may assert at any time and from time to time.
we determine in our reasonable judgment that any of the events listed above has occurred, we may, subject to applicable law:
- refuse to accept any Old Notes and return all tendered Old Notes to the tendering holders and terminate the Exchange Offer;
- extend the Exchange Offer and retain all Old Notes tendered before the expiration of the Exchange Offer, subject, however, to the rights of
holders to withdraw these Old Notes; or