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.
Change of Control Put. (a) Upon the occurrence of a Change of Control, each Lender shall have the right (i) to terminate its Term Loan Commitment and/or (ii) to require the Borrower to prepay all or any portion of such Lender’s Term Loans, together with a prepayment premium thereon equal to 1.00% of the aggregate principal amount of such Term Loans prepaid (it being agreed that, upon the occurrence of a Change of Control, any prepayment by the Borrower of any Term Loans pursuant to Section 2.10 shall be subject to the foregoing prepayment premium). Upon termination of any Term Loan Commitments under this Section 2.22, the Borrower shall pay the accrued commitment fees, if any, thereon. All prepayments under this Section 2.22 shall be accompanied by the premium referred to above and accrued and unpaid interest on the principal amount prepaid to but excluding the date of payment and shall be subject to Section 2.15(c).
Change of Control Put. (a) The holder of this Note shall have the right, at such holder's option, upon the giving of notice of the occurrence of any event described in clause (b) below, and subject to the terms and provisions hereof, to tender any Note, in whole or in part, without regard to whether the Note is then otherwise redeemable, for cash in an amount equal to the principal amount of such Note plus accrued interest to the date fixed for redemption. Such redemption shall occur on the sixty-fifth day after the date of the notice provided pursuant to clause (c) below (the "Mandatory Redemption Date"). The holder's right to tender shall continue up to the sixtieth day after the date of such notice and shall be exercised by any surrender of such Note to the office or agency to be maintained by the Issuer pursuant to Section 3.1, accompanied by written notice that the holder elects to tender such Note and (if so required by the Issuer) by a written instrument or instruments of transfer in form satisfactory to the Issuer duly executed by the holder or such holder's duly authorized legal representative and transfer tax stamps or funds therefor, if required. All Notes surrendered for redemption shall be cancelled by the Issuer.
Change of Control Put. Subject to the application of Sections 9(c) and 9(h), upon the occurrence of a Change of Control, each Holder of outstanding shares of Series A Preferred Stock shall either (i) on or before the fifth (5th) Business Day prior to the Change of Control Effective Date, convert all or a portion of its shares of Series A Preferred Stock pursuant to Section 6(a); provided, that, if the Change of Control Effective Date occurs at any time prior to the fifth (5th) anniversary of the Original Issuance Date and a Holder elects to convert all or a portion of its shares of Series A Preferred Stock in accordance with this Section 9(a)(i), in addition to the number of shares of Common Stock issued upon conversion of such Series A Preferred Stock pursuant to Section 6(a), the Company shall issue each holder of the Series A Preferred Stock a number of shares of Common Stock equal to the Additional Make-Whole Shares, or (ii) require the Company to purchase (a “Change of Control Put”) all of such Holder’s shares of Series A Preferred Stock that have not been so converted at a purchase price per share of Series A Preferred Stock, payable in cash, equal to the product of (A) if the Change of Control Effective Date occurs at any time prior to the fifth (5th) anniversary of the Original Issuance Date, 105% and (B) if the Change of Control Effective Date occurs on or after the fifth (5th) anniversary of the Original Issuance Date, 100%, multiplied by of the sum of (x) the Liquidation Preference of such share of Series A Preferred Stock, plus (y) 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 (the “Change of Control Put Price”); provided that 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 in accordance with Section 9(g). For clarity, if a Holder does not convert all of its shares of Series A Preferred Stock as set forth in clause (i) above, then all shares of Series A Preferred Stock held by such Holder and not so converted shall no longer be convertible and shall automatically and without any action by the Holder be subject solely to the Change of Control Put.
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. Annex A Qualifying Terms of the JVCo Sr. Notes 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. Annex A Qualifying Terms of the JVCo Senior Secured Revolving Credit Facility 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. Exhibit A LIMITED LIABILITY COMPANY AGREEMENT OF ETP ENOGEX PARTNERS LLC Dated as of , 200__ [PRE-IPO VERSION] TABLE OF CONTENTS Page 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 INTE...
Change of Control Put. (a) Upon a Change of Control, Holder shall have the right to require the Company to repurchase this Note at a purchase price in cash equal to the Actual Prepayment Value without any premium or penalty (the “Change of Control Purchase Price”), in accordance with the terms contemplated in this Section 3.3. In the event that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Holder provided for in paragraph (b) of this Section 3.3 but in any event within 60 days following any Change of Control, the Company shall, or shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3.
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 “
