Change of Control Put. (a) Upon the occurrence of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder of PSC Notes or PCC Preferred Stock shall exercise the right to require PSC to repurchase all or any part of such holder's PSC Notes or PCC Preferred Stock, as applicable, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D Term Loans shall have been accelerated in accordance with Article IX, have the right to require that the Borrower prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to the greater of (i) 101% and (ii) the then applicable Fixed Early Payment Amount, in either case, of the principal amount of the Tranche D Term Loans then outstanding (such amount, the "Change of Control Put Amount"), plus accrued and unpaid interest, if any, to the date of prepayment and all other Obligations due to such Tranche D Term Loan Lenders under this Agreement and the other Loan Documents, in accordance with the terms contemplated in paragraph (b) below.
(b) At least ten (10) Business Days prior to the occurrence of any Put Change of Control, the Borrower shall mail a notice to each Tranche D Term Loan Lender (the "Put Offer"), with a copy to the Agent, stating:
(i) that a Put Change of Control will occur and that such Tranche D Term Loan Lender has the right to require the Borrower to prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to the Change of Control Put Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Tranche D Term Loan Lender hereunder);
(ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control;
(iii) the prepayment date (which shall be the date of the occurrence of such Put Change of Control); and
(iv) the reasonable instructions determined by the Borrower and Ag...
Change of Control Put. If Change of Control Put is specified as being applicable in the applicable Final Terms, this Condition 7(d)(ii) shall apply.
(A) If at any time while any Note remains outstanding:
(a) there occurs a Change of Control; and
(b) within the Change of Control Period, a Rating Downgrade occurs as a result of that Change of Control or as a result of a Potential Change of Control (a Put Event), the holder of each Note will have the option (unless, prior to the giving of the Put Event Notice (as defined below) and where applicable, the Issuer gives notice of its intention to redeem the Notes (i) under Condition 7(b) or (ii) pursuant to the provisions of Condition 7(c)) to require the Issuer to redeem or, at the Issuer's option, to purchase (or procure the purchase of) that Note on the Optional Redemption Date (Put) (as defined below) at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest to but excluding the Optional Redemption Date (Put). Registered Notes may be redeemed or purchased under this Condition 7(d)(ii) in any multiple of their lowest Specified Denomination.
(B) For the purposes of this Condition 7(d)(ii): a Change of Control shall be deemed to have occurred at each time (whether or not approved by the board of directors or senior management of the Issuer) that any person (Relevant Person) or persons acting in concert, or any person or persons acting on behalf of any such person(s), at any time directly or indirectly acquire (a) more than 50 per cent. of the issued ordinary share capital of the Issuer or (b) such number of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, provided that a Change of Control shall not be deemed to have occurred if the shareholders of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control were, all of the shareholders of the Issuer;
Change of Control Put. In the event that a Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day 30 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereof.
Change of Control Put. (A) If Change of Control Put is specified as being applicable in the applicable Final Terms, this Condition 6(e) shall apply.
(B) If, at any time while any Note remains outstanding, either of the following events shall occur (each, as applicable, a "Change of Control Put Event"):
(1) a Change of Control occurs and, if at the start of the Change of Control Period the Notes or Vestas are rated by any Rating Agency, a Rating Downgrade in respect of that Change of Control occurs and continues within such Change of Control Period; or
(2) a Change of Control occurs and, on the occurrence of the Change of Control, none of the Notes or Vestas are rated by any Rating Agency and a Negative Rating Event occurs within the Change of Control Period, the holder of each Note will have the option (the "Put Option") (unless, prior to the giving of the Change of Control Put Event Notice (as defined below), the Issuer gives notice of its intention to redeem the Notes under Condition 6(b), 6(c) or 6(d)) to require the Issuer to redeem or, at the Issuer's option, to purchase or procure the purchase of that Note on the Optional Redemption Date (as defined below), at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest (if applicable) to but excluding the Optional Redemption Date.
(C) For the purposes of this Condition 6(e)(ii)(C): A "Change of Control" shall occur if any person or group of persons acting in concert gains Control of Vestas;
Change of Control Put. Subject to the application of Section 9(h) and Section 9(k), the Company shall purchase from each Holder that delivered a Change of Control Election Notice all shares of Series B Preferred Stock specified in such Change of Control Election Notice (a “Change of Control Put”) for a purchase price per each such share of Series B Preferred Stock, payable in cash, equal to the Liquidation Preference of such share of Series B Preferred Stock as of the applicable Change of Control Purchase Date (the “Change of Control Put Price”) on the Change of Control Purchase Date specified in the relevant Change of Control Put Notice (or, in the event that a Change of Control Purchase Date is not specified, the date that is 60 days after the Change of Control Effective Date). A Holder may not convert any shares of Series B Preferred Stock as to which it has elected a Change of Control Put and with respect to which it has not validly withdrawn such election pursuant to Section 9(k). Notwithstanding anything to the contrary herein, the failure of the Company to deliver the Initial Change of Control Notice or the Change of Control Put Notice shall not impair the rights of the Holders under this Section 9(b).
Change of Control Put. At holder’s option at a redemption price of par plus accrued interest to the redemption date Representations, warranties, covenants and events of default: The representations, warranties, financial covenants and events of default shall be substantially similar to and not materially more adverse to Transwestern than those contained in Transwestern’s Note Purchase Agreement dated May 24, 2007 (the “Existing NPA”). The covenants other than financial covenants (and other covenants that establish limitations based on meeting certain financial ratios or percentages of financial amounts (such as consolidated tangible net worth) shall not in the aggregate be materially more adverse to Transwestern than those contained in the Existing NPA. 1 Potentially include registration rights based on determination of impact on pricing. Ranking: Pari Passu with all existing and future unsecured senior debt Security Type: Unsecured Distribution: 144A and Reg S (with registration rights)
Change of Control Put. At holder’s option at a redemption price of percentage not to exceed 105% of the principal amount of the Notes redeemed plus accrued interest to the redemption date Representations, warranties, covenants and events of default: Shall be substantially similar to and not materially more adverse to JVCo than those contained in indentures of similarly-rated MLPs executed within the last 12 months; provided that (i) the limitation on liens shall allow liens securing debt not to exceed 15% of CTNA and (ii) limitations on restricted payments shall include customary MLP friendly exceptions. Facility: No less than $700 million Revolving Credit Facility Accordion: No less than $200 million Security: Secured by substantially all assets of JVCo and a pledge of all equity interest owned by the Borrower now and in the future, including its interest in ETIH, Canyon, Enogex, ETC MEP, and MEP (provided that MEP interest can be pledged) Ranking: Senior Maturity: Not less than 3 years Interest Rate: • Facility Rating BBB- / Baa3 or higher: No more than L +275 bps • Otherwise: No more than L+375 bps Commitment Fee: No more than 50 bps Upfront/Participation Fees: No more than 125 bps Optional Redemption: Pre-payable any time at par Representations, warranties, covenants and events of default: Shall be substantially similar to and not materially more adverse to JVCo than those contained in credit agreements of similarly-rated MLPs executed within the last 12 months; provided that (i) financial covenants shall be limited to (A) maximum total debt to consolidated EBITDA of not less than 5.0x or 5.50x during an acquisition period and (B) a minimum interest coverage ratio of not less than 1.75x (if the existing market requires an interest coverage ratio), (ii) the limitation on liens shall allow liens securing debt not to exceed 15% of CTNA and (iii) limitations on restricted payments shall include customary MLP friendly exceptions. ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Terms Generally 15 ARTICLE II GENERAL PROVISIONS 15 Section 2.1 Formation 15 Section 2.2 Name 15 Section 2.3 Term 15 Section 2.4 Purpose; Powers 15 Section 2.5 Registered Office; Place of Business; Registered Agent 15 Section 2.6 No State Law Partnership 16 ARTICLE III MEMBERS AND INTERESTS 16 Section 3.1 Members 16 Section 3.2 Members Under the Act 16 Section 3.3 Rights or Powers 16 Section 3.4 Membership Interests 16 Section 3.5 Certificates 16 Section 3.6 Registered Holders 16 Section 3.7 S...
Change of Control Put. (a) No later than five (5) days following the consummation of a Change of Control Transaction, but not prior to the public announcement of such Change of Control Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “
Change of Control Put. [Applicable/Not Applicable] (only applicable to Notes issued by a Subsidiary Issuer)
Change of Control Put. Subject to the application of Sections 9(c) and 9(i), upon the occurrence of a Change of Control, each Holder of outstanding shares of Series A Preferred Stock shall have the option to require the Company to purchase (a “Change of Control Put”) any or all of its shares of Series A Preferred Stock at a purchase price per share of Series A Preferred Stock, payable in cash (in the case of clause (i)) or the applicable consideration (in the case of clause (ii)), equal to, at the Holder’s election (or if the Holder does not so elect, the greater of) (i) the Liquidation Preference of such share of Series A Preferred Stock plus the Accrued Dividends in respect of such share of Series A Preferred Stock, in each case as of the applicable Change of Control Purchase Date and (ii) the amount of cash and/or other assets such Holder would have received in the transaction constituting a Change of Control had such Holder, immediately prior to such Change of Control, converted such share of Series A Preferred Stock into Common Stock (pursuant to Section 6 without regard to any of the limitations on convertibility contained therein); provided however that, if the kind or amount of securities, cash and other property receivable in such transaction is not the same for each share of Common Stock held immediately prior to such transaction by a Person, then the kind and amount of securities, cash and other property receivable upon Change of Control Put following such transaction will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock (the “Change of Control Put Price”); provided that, in each case (but, for purposes of clarity, not in the event where such holder actually converts its shares of Series A Preferred Stock into Common Stock), the Company shall only be required to pay the Change of Control Put Price to the extent such purchase can be made out of funds legally available therefor.
