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Notes as may be required under the Indenture or to meet its payment obligations under the Indenture and the Notes, and
the Change of Control provisions may not protect you against certain events or transactions
".
A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of
such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change
of Control Offer.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or
other disposition of "all or substantially all" of the properties or assets of the Issuer and its Restricted Subsidiaries taken
as a whole. Although there is a limited body of case law interpreting the phrase "substantially all", there is no precise
established definition of the phrase under applicable law. Accordingly, the ability of a holder of the Notes to require the
Issuer to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less, than all of the
properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole to another Person or group may be
uncertain.
The provisions under the Indenture relating to the Issuer's obligation to make an offer to repurchase the Notes as a result
of a Change of Control may be waived or modified with the consent of the holders of a majority in aggregate principal
amount of the Notes.
If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the
Global Exchange Market of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Issuer will
publish notices relating to the Change of Control Offer in a leading newspaper of general circulation in Ireland (which is
expected to be
The Irish Times
) or, to the extent and in the manner permitted by such rules, post such notices on the
official website of the Irish Stock Exchange
.
Asset Sales
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:
(1)
the Issuer (or a Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale
at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;
and
(2)
at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in
the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to
be cash:
(a)
any liabilities, as shown on the most recent consolidated balance sheet, of the Issuer or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the
Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to an
agreement that releases the Issuer or such Restricted Subsidiary from further liability or indemnifies the
Issuer or such Restricted Subsidiary against further liabilities;
(b)
any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from such
transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents
within 180 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents
received in that conversion;
(c)
any Capital Stock or other assets of the kind referred to in clauses (3) or (4) of the next paragraph of
this covenant;
(d)
Indebtedness (other than Subordinated Obligations) of any Restricted Subsidiary that is no longer a
Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and each other
Restricted Subsidiary are released from any Guarantee of such Indebtedness in connection with such
Asset Sale;
(e)
consideration consisting of Indebtedness of the Issuer or any Guarantor received from Persons who are
not the Issuer or any Restricted Subsidiary;
(f)
accounts receivable of a business retained by the Issuer or any Restricted Subsidiary, as the case may
be, following the sale of such business; and
(g)
any Designated Non-Cash Consideration received by the Issuer or any Restricted Subsidiary in such
Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash
Consideration received pursuant to this clause (g) that is at that time outstanding, not to exceed the
greater of (x) $20.0 million and (y) 2.9% of Adjusted Consolidated Not Tangible Assets at the time of
the receipt of such Designated Non-Cash Consideration (with the Fair Market Value of each item of
Designated Non-Cash Consideration being measured at the time received and without giving effect to
subsequent changes in value).
