Common use of Distribution Transaction Clause in Contracts

Distribution Transaction. (a) The Shareholder Group may, at any time following the Closing, effect a Distribution Transaction; provided that the Shareholder Group shall give the Company at least sixty (60) calendar days’ notice prior to such Distribution Transaction (or if such notice period is not reasonably possible under the circumstances, such prior written notice as is reasonably possible). (b) Prior to or concurrently with the closing of a Shareholder Parent Change of Control, the Company shall have the right, upon written notice to the Shareholder Group, to cause the Shareholder Group to effect a Distribution Transaction that results in the Transfer of all of the Company Shares Beneficially Owned by the Shareholder Group to holders of Theta’s issued and outstanding Capital Stock as of immediately prior to such Shareholder Parent Change of Control, excluding, to the extent permitted by applicable law, any Person who has consummated or is seeking to consummate such Shareholder Parent Change of Control, and the Shareholder Group shall notify the Company of any potential Shareholder Parent Change of Control at least sixty (60) calendar days prior to the date of the expected occurrence of the Shareholder Parent Change of Control (or if such notice period is not reasonably possible under the circumstances, such prior written notice as is reasonably possible). (c) With respect to any Distribution Transaction made in accordance with this Section 5.1, the Shareholder Group shall have the right, in good faith and in its sole discretion, to (a) determine the manner in which such Distribution Transaction is effected (including by redemption, dividend, share distribution, split-off, spin-off, rights offering, exchange offer, exercise of subscription rights, merger or otherwise), (b) determine the date and time on which such Distribution Transaction is to be consummated, provided, that the Shareholder Group shall reasonably consider the applicable legal and regulatory requirements in determining such date and time, and (c) condition the consummation of the Distribution Transaction upon (i) the consummation of the applicable Shareholder Parent Change of Control and (ii) compliance with applicable securities Laws. The Company shall use reasonable best efforts to take all actions as promptly as practicable to ensure that the Shareholder Group’s selected method of effecting the Distribution Transaction complies with applicable securities Laws, including, if required or requested pursuant to the Registration Rights Agreement, seeking to register the Distribution Transaction under the Securities Act and publishing a prospectus required under Finnish Law to be prepared by the Company that has been approved by the Finnish Financial Supervision Authority. In the event the Distribution Transaction shall not have occurred prior to the closing date of the applicable Shareholder Parent Change of Control because of the failure of the registration statement to become effective, or prospectus required under Finnish Law to be approved, prior to or at the closing of such Shareholder Parent Change of Control, the Shareholder Group shall Transfer their Company Shares to an escrow agent, trustee or similar person to hold on a non-voting basis for the benefit of, the intended recipients in the contemplated Distribution Transaction pending the effectiveness of the applicable registration statement or prospectus. In respect of the foregoing, the Shareholder Group and the Company agree that they shall use reasonable best efforts to use the Escrow Agent (as such term is defined in the Purchase Agreement) and an escrow agreement on terms substantially similar to the Escrow Agreement (as such term is defined in the Purchase Agreement) in connection with any Distribution Transaction occurring after a Shareholder Parent Change of Control.

Distribution Transaction. (a) The Shareholder Group mayFrom and after (x) the date hereof (with respect to the Spain Retained Companies and the Puerto Rico Retained Companies) and (y) the Option Expiration Date (with respect to the Italy Retained Companies), the Parties shall use their commercially reasonable efforts to cause the Distribution Transactions to be completed in respect of the Retained Companies, such that the Retained Companies will be removed from the ownership structure of SRP and its subsidiaries. Without limiting the foregoing, the Parties shall use their commercially reasonable efforts to obtain any consents or approvals that are required in connection with the Distribution Transactions. Any entity into which the Italy Retained Companies are transferred pursuant to this Section 9(a) prior to the Option Expiration Date (an “Italy SPE”) shall be owned equally by Riverstone and AES or their respective Affiliates and shall be governed pursuant to Organizational Documents that are substantially similar to the Organizational Documents for SRP as in effect immediately prior to the date hereof, or at any time following after the Closingdate hereof, effect a Distribution Transaction; provided or that the Shareholder Group shall give the Company at least sixty are agreed by AES and Riverstone and consented to in writing by SunEdison (60) calendar days’ notice prior such consent not to such Distribution Transaction (be unreasonably withheld, conditioned or if such notice period is not reasonably possible under the circumstances, such prior written notice as is reasonably possibledelayed). (b) Prior If the Distribution Transaction in respect of the Italy Retained Companies shall not have been completed prior to or concurrently with the closing of a Shareholder Parent Change of ControlOption Expiration Date, the Company shall SunEdison will have the right, upon written notice right to the Shareholder Group, require AES and Riverstone to use commercially reasonable efforts to cause the Shareholder Group to effect a Distribution Transaction that results in or the Transfer Third Party Sale of all any of the Company Shares Beneficially Owned Italy Retained Companies designated by AES and Riverstone, in either case to be consummated within four (4) months after the Shareholder Group Option Expiration Date; provided, that if AES or Riverstone can demonstrate that the consummation of any such transaction would be reasonably likely to holders have a materially adverse economic or tax impact on the Italy Retained Companies or on Riverstone or AES or any of Theta’s issued their Affiliates (or any investor therein) that would not be reasonably likely to occur if this Agreement were to remain in place, then such four (4) month period shall be extended for so long as AES and outstanding Capital Stock as of immediately prior Riverstone are (i) diligently using reasonable best efforts to structure a Distribution Transaction or a Third Party Sale in a manner that would not result in such Shareholder Parent Change of Control, excluding, to the extent permitted by applicable law, any Person who has consummated or is seeking to consummate such Shareholder Parent Change of Controlmaterially adverse economic impact, and (ii) cooperating in good faith with SunEdison to agree to and implement an alternative transaction structure in order to extract the Shareholder Group shall notify Italy Retained Companies from the Company ownership structure of any potential Shareholder Parent Change of Control at least sixty (60) calendar days prior to the date of the expected occurrence of the Shareholder Parent Change of Control (or if such notice period is not reasonably possible under the circumstances, such prior written notice as is reasonably possible)SRP. (c) With respect to any If the Distribution Transaction made in accordance with respect of the Puerto Rico Retained Companies or the Spain Retained Companies has not been completed prior to the four (4) month anniversary of this Section 5.1Agreement, the Shareholder Group shall SunEdison will have the rightright to require AES and Riverstone to use commercially reasonable efforts to cause a Distribution Transaction or the Third Party Sale of any of the Puerto Rico Retained Companies or the Spain Retained Companies, in good faith and in its sole discretionas applicable, to be consummated at any time after the four (a4) determine the manner in which such Distribution Transaction is effected (including by redemption, dividend, share distribution, split-off, spin-off, rights offering, exchange offer, exercise month anniversary of subscription rights, merger or otherwise), (b) determine the date and time on which such Distribution Transaction is to be consummated, this Agreement; provided, that the Shareholder Group shall reasonably consider the applicable legal and regulatory requirements in determining such date and time, and (c) condition if AES or Riverstone can demonstrate that the consummation of any such transaction would be reasonably likely to have a materially adverse economic or tax impact on the Distribution Transaction upon Puerto Rico Retained Companies or the Spain Retained Companies (as applicable) or Riverstone or AES or any of their Affiliates (or any investor therein) that would not be reasonably likely to occur if this Agreement were to remain in place, then such four (4) month period shall be extended for so long as AES and Riverstone are (i) the consummation of the applicable Shareholder Parent Change of Control diligently using reasonable best efforts to structure a Distribution Transaction or a Third Party Sale in a manner that would not result in such materially adverse economic impact, and (ii) compliance cooperating in good faith with applicable securities Laws. The Company shall use reasonable best efforts SunEdison to take all actions as promptly as practicable implement an alternative transaction structure in order to ensure that extract the Shareholder Group’s selected method of effecting Puerto Rico Retained Companies or the Distribution Transaction complies with applicable securities Laws, including, if required or requested pursuant to the Registration Rights Agreement, seeking to register the Distribution Transaction under the Securities Act and publishing a prospectus required under Finnish Law to be prepared by the Company that has been approved by the Finnish Financial Supervision Authority. In the event the Distribution Transaction shall not have occurred prior to the closing date of the applicable Shareholder Parent Change of Control because of the failure of the registration statement to become effective, or prospectus required under Finnish Law to be approved, prior to or at the closing of such Shareholder Parent Change of Control, the Shareholder Group shall Transfer their Company Shares to an escrow agent, trustee or similar person to hold on a non-voting basis for the benefit of, the intended recipients in the contemplated Distribution Transaction pending the effectiveness of the applicable registration statement or prospectus. In respect of the foregoing, the Shareholder Group and the Company agree that they shall use reasonable best efforts to use the Escrow Agent Spain Retained Companies (as such term is defined in applicable) from the Purchase Agreement) and an escrow agreement on terms substantially similar to the Escrow Agreement (as such term is defined in the Purchase Agreement) in connection with any Distribution Transaction occurring after a Shareholder Parent Change ownership structure of ControlSRP.

Distribution Transaction. (a) The Shareholder Group may, at any time following the Closing, effect a Distribution Transaction; provided that the Shareholder Group shall give the Company at least sixty (60) calendar days’ notice prior to such Distribution Transaction (or if such notice period is not reasonably possible under the circumstances, such prior written notice as is reasonably possible). (b) Prior to or concurrently with the closing of a Shareholder Parent Change of Control, the Company shall have the right, upon written notice to the Shareholder Group, to cause the Shareholder Group to effect a Distribution Transaction that results in the Transfer of all of the Company Shares Beneficially Owned by the Shareholder Group to holders of Theta’s issued and outstanding Capital Stock as of immediately prior to such Shareholder Parent Change of Control, excluding, to the extent permitted by applicable law, any Person who has consummated or is seeking to consummate such Shareholder Parent Change of Control, and the Shareholder Group shall notify the Company of any potential Shareholder Parent Change of Control at least sixty (60) calendar days prior to the date of the expected occurrence of the Shareholder Parent Change of Control (or if such notice period is not reasonably possible under the circumstances, such prior written notice as is reasonably possible). (c) With respect to any Distribution Transaction made in accordance with this Section 5.1, the Shareholder Group shall have the right, in good faith and in its sole discretion, to to (a) determine the manner in which such Distribution Transaction is effected (including by redemption, dividend, share distribution, split-off, spin-off, rights offering, exchange offer, exercise of subscription rights, merger or otherwise), (b) determine the date and time on which such Distribution Transaction is to be consummated, provided, that the Shareholder Group shall reasonably consider the applicable legal and regulatory requirements in determining such date and time, and (c) condition the consummation of the Distribution Transaction upon (i) the consummation of the applicable Shareholder Parent Change of Control and (ii) compliance with applicable securities Laws. The Company shall use reasonable best efforts to take all actions as promptly as practicable to ensure that the Shareholder Group’s selected method of effecting the Distribution Transaction complies with applicable securities Laws, including, if required or requested pursuant to the Registration Rights Agreement, seeking to register the Distribution Transaction under the Securities Act and publishing a prospectus required under Finnish Law to be prepared by the Company that has been approved by the Finnish Financial Supervision Authority. In the event the Distribution Transaction shall not have occurred prior to the closing date of the applicable Shareholder Parent Change of Control because of the failure of the registration statement to become effective, or prospectus required under Finnish Law to be approved, prior to or at the closing of such Shareholder Parent Change of Control, the Shareholder Group shall Transfer their Company Shares to an escrow agent, trustee or similar person to hold on a non-voting basis for the benefit of, the intended recipients in the contemplated Distribution Transaction pending the effectiveness of the applicable registration statement or prospectus. In respect of the foregoing, the Shareholder Group and the Company agree that they shall use reasonable best efforts to use the Escrow Agent (as such term is defined in the Purchase Agreement) and an escrow agreement on terms substantially similar to the Escrow Agreement (as such term is defined in the Purchase Agreement) in connection with any Distribution Transaction occurring after a Shareholder Parent Change of Control.