Optional Trigger Event Sample Clauses

Optional Trigger Event. (a) Upon the commencement or first public announcement of the intent of any Person, including, without limitation, the Fund, to commence or effect or complete a Change of Control Transaction, the Fund will provide Emera with written notice of such event (which notice must set forth in reasonable detail the principal terms of such Change of Control Transaction and may consist of a press release of or other continuous disclosure document filed with securities regulatory authorities) and Emera shall have the option, exercisable by providing written notice to the Fund not less than five (5) Business Days after receipt by Emera of such notice, to cause the Fund to deliver, in satisfaction of the rights evidenced by all (but not less than all) of its Subscription Receipts, Subject Units. Upon delivery by Emera of such notice to the Fund, such Change of Control Transaction shall constitute an “Optional Trigger Event” hereunder. (b) Upon the effective date of the Optional Trigger Event, the full principal amount of the Promissory Note shall become due and payable to the Fund and the rights evidenced by the Subject Receipts shall be deemed to be satisfied by the delivery of Common Units on a one-for-one basis, subject to adjustment as may be required pursuant to Section 8.7 and subject to being rounded (i) up in respect of fractions of 0.5 or greater, and (ii) down in respect of fractions of less than 0.5, in each case to the nearest whole number of Common Units. Emera shall, within five (5) Business Days after the effective date of the Optional Trigger Event, pay to the Escrow Agent the full principal amount of the Promissory Note and shall, as soon as practicable after the effective date of the Optional Trigger Event, return the certificate representing the Subject Receipts to the Fund. (c) The Fund shall deliver to the Escrow Agent the Promissory Note and certificates representing the Common Units delivered in satisfaction of the rights evidenced by the Subject Receipts within five (5) Business Days of receipt by the Escrow Agent of the full principal amount of the Promissory Note and the certificates evidencing the Subject Receipts from Emera or such earlier date as may be necessary to enable Emera to participate in such Change of Control Transaction. (d) The delivery of the Subject Units to Emera shall be in satisfaction of Emera’s rights, evidenced by the Subject Receipts, to receive following the occurrence of an Optional Trigger Event, the Subject Units.