Common use of Alternative Arrangements Clause in Contracts

Alternative Arrangements. Notwithstanding the provisions of Section 9.3(a), with respect to any Additional Purchaser Securities (other than Purchaser Offshore Subsidiary Securities) to be issued pursuant to the exercise of the Preemptive Rights for Purchaser Securities, the Purchaser shall have the right to elect, by written notice to the Seller that, in lieu of the issuance of such Additional Purchaser Securities and in satisfaction of the Purchaser’s obligation to issue such Additional Purchaser Securities, the Purchaser shall cause the issuance to the Seller or the Seller’s Subsidiary(ies) (as designated by the Seller) of Purchaser Offshore Subsidiary Securities convertible into or exchangeable for the number of Additional Purchaser Securities that would have otherwise been issued; provided, that from and after such time (if any) as the Purchaser has funded Funded Amounts in an aggregate amount equal to the Funded Payment Cap, with respect to any such Additional Purchaser Securities to be issued thereafter, the Seller shall have the right to elect, by written notice to the Purchaser that, in lieu of the issuance of such Additional Purchaser Securities and in satisfaction of the Purchaser’s obligation to issue such Additional Purchaser Securities, the Purchaser shall cause the issuance to the Seller or the Seller’s Subsidiary(ies) (as designated by the Seller) of Purchaser Offshore Subsidiary Securities convertible into or exchangeable for the number of Additional Purchaser Securities that would have otherwise been issued. Any Purchaser Offshore Subsidiary Securities issued pursuant to the foregoing provisions of this Section 9.3(c) shall be issued at the applicable Additional Securities Purchase Price provided in Section 9.3(d). For the avoidance of doubt, if the Seller does not elect to receive Purchaser Offshore Subsidiary Securities with respect to any issuance of Additional Purchaser Securities after the Purchaser has funded Funded Amounts in an aggregate amount equal to the Funded Payment Cap, the Seller or the Seller Designated Investment Entity may exercise the Preemptive Rights for Purchaser Securities with respect to such issuance of Additional Purchaser Securities as provided under Section 9.3(a) by subscribing for the Additional Purchaser Securities with its own funding.

Alternative Arrangements. Notwithstanding the provisions of Section 9.3(a), with respect to any Additional Purchaser Securities (other than Purchaser Offshore Subsidiary Securities) to be issued pursuant to the exercise of the Preemptive Rights for Purchaser Securities, the Purchaser shall have the right to elect, by written notice to the Seller that, in lieu of the issuance of such Additional Purchaser Securities and in satisfaction of the ​ ​ ​ Purchaser’s obligation to issue such Additional Purchaser Securities, the Purchaser shall cause the issuance to the Seller or the Seller’s Subsidiary(ies) (as designated by the Seller) of Purchaser Offshore Subsidiary Securities convertible into or exchangeable for the number of Additional Purchaser Securities that would have otherwise been issued; provided, that from and after such time (if any) as the Purchaser has funded Funded Amounts in an aggregate amount equal to the Funded Payment Cap, with respect to any such Additional Purchaser Securities to be issued thereafter, the Seller shall have the right to elect, by written notice to the Purchaser that, in lieu of the issuance of such Additional Purchaser Securities and in satisfaction of the Purchaser’s obligation to issue such Additional Purchaser Securities, the Purchaser shall cause the issuance to the Seller or the Seller’s Subsidiary(ies) (as designated by the Seller) of Purchaser Offshore Subsidiary Securities convertible into or exchangeable for the number of Additional Purchaser Securities that would have otherwise been issued. Any Purchaser Offshore Subsidiary Securities issued pursuant to the foregoing provisions of this Section 9.3(c) shall be issued at the applicable Additional Securities Purchase Price provided in Section 9.3(d). For the avoidance of doubt, if the Seller does not elect to receive Purchaser Offshore Subsidiary Securities with respect to any issuance of Additional Purchaser Securities after the Purchaser has funded Funded Amounts in an aggregate amount equal to the Funded Payment Cap, the Seller or the Seller Designated Investment Entity may exercise the Preemptive Rights for Purchaser Securities with respect to such issuance of Additional Purchaser Securities as provided under Section 9.3(a) by subscribing for the Additional Purchaser Securities with its own funding.

Alternative Arrangements. Notwithstanding To the provisions extent any applicable Third-Party Consent or approval of Section 9.3(a), a Governmental Authority with respect to any Additional Purchaser Securities Deferred Asset or any Deferred Liability has not been obtained on or prior to the Distribution Date, then (other than Purchaser Offshore Subsidiary Securitiesi) the applicable Party (or its Affiliate or designee) that continues to be issued hold, as a result of the operation of Section 2.04(d), such Deferred Asset or such Deferred Liability (each such Person, a “Deferred Transfer Trustee”) shall (A) thereafter (1) in the case of a Deferred Asset, hold such Deferred Asset in trust for on behalf of the applicable Party (or its Affiliate) entitled to receive such Deferred Asset pursuant to the exercise of the Preemptive Rights for Purchaser Securitiesthis Agreement and shall promptly pay to such Deferred Transfer Beneficiary all income, the Purchaser shall have the right to elect, by written notice to the Seller that, in lieu of the issuance of such Additional Purchaser Securities proceeds and in satisfaction of the Purchaser’s obligation to issue such Additional Purchaser Securities, the Purchaser shall cause the issuance to the Seller or the Seller’s Subsidiary(ies) (as designated other monies received by the Seller) Deferred Transfer Trustee or any of Purchaser Offshore Subsidiary Securities convertible into or exchangeable for the number of Additional Purchaser Securities that would have otherwise been issued; provided, that from and after such time (if any) as the Purchaser has funded Funded Amounts in an aggregate amount equal to the Funded Payment Cap, with respect to any such Additional Purchaser Securities to be issued thereafter, the Seller shall have the right to elect, by written notice to the Purchaser that, in lieu of the issuance of such Additional Purchaser Securities and in satisfaction of the Purchaser’s obligation to issue such Additional Purchaser Securities, the Purchaser shall cause the issuance to the Seller or the Seller’s Subsidiary(ies) (as designated by the Seller) of Purchaser Offshore Subsidiary Securities convertible into or exchangeable for the number of Additional Purchaser Securities that would have otherwise been issued. Any Purchaser Offshore Subsidiary Securities issued pursuant to the foregoing provisions of this Section 9.3(c) shall be issued at the applicable Additional Securities Purchase Price provided in Section 9.3(d). For the avoidance of doubt, if the Seller does not elect to receive Purchaser Offshore Subsidiary Securities with respect to any issuance of Additional Purchaser Securities after the Purchaser has funded Funded Amounts in an aggregate amount equal to the Funded Payment Cap, the Seller or the Seller Designated Investment Entity may exercise the Preemptive Rights for Purchaser Securities its Affiliates with respect to such issuance Deferred Asset or (2) in the case of Additional Purchaser Securities as provided under Section 9.3(a) by subscribing a Deferred Liability, hold such Deferred Liability for the Additional Purchaser Securities account of the applicable Party (or its Affiliate) obligated to assume such Deferred Liability, as applicable, pursuant to this Agreement (each such Party (or its Affiliate) referred to in this clause (A)(1) or (A)(2) being, a “Deferred Transfer Beneficiary”) and (B) appoint (to the maximum extent permitted by Law and/or the applicable Contract or Permit that constitutes such Deferred Asset or Deferred Liability) such Deferred Transfer Beneficiary effective from and after Closing as the agent of such Deferred Transfer Trustee with its own funding.respect to such Deferred Asset or such Deferred Liability, as applicable, and (ii) the Parties shall (and shall cause each of their respective Affiliates that are a Deferred Transfer Trustee to) enter into at Closing such arrangements (including agency, sublease, management, indemnity, payment or other arrangements) with the applicable Deferred Transfer Beneficiary as are reasonably satisfactory in form and substance to the Parties to provide the applicable Deferred Transfer Beneficiary, from and following the Distribution Date, with the benefits and obligations (in each case, as closely as possible to that which would be applicable to the Deferred Transfer Beneficiary if such Third Party-Consent or Governmental Authority approval had been obtained and such Deferred Asset or Deferred Liability had transferred) of such Deferred Asset or such Deferred Liability, as applicable (other than, where a Deferred Transfer Beneficiary is a member of (x) the Energy Supply Group, any Excluded Liability or other obligations for which Parent indemnifies any Energy Supply Indemnitee pursuant to this Agreement and (y) the Parent Group, any Energy Supply Liability or other obligations for which Energy Supply indemnifies any Parent Indemnitee pursuant to this Agreement), including enforcement of any and all rights of such Deferred Transfer Trustee against any other Person with respect to such Deferred Asset or such Deferred Liability. Notwithstanding anything to the contrary in this Agreement, any such Deferred Liability or Deferred Asset, as applicable, shall be considered an Energy Supply Liability or Energy Supply Asset, as applicable, (to the extent the applicable Deferred Transfer Trustee for such Deferred Liability or Deferred Asset, as applicable, is a member of the Parent Group) or an Excluded Liability or Excluded Asset, as applicable (to the extent the applicable Deferred Transfer Trustee for such Deferred Liability or Deferred Asset, as applicable, is a member of the Energy Supply Group), as applicable, for purposes of the indemnity in ARTICLE V.