Rollover Rights. (a) Unless this Agreement is terminated early under Section 3.3, Section 15.3 or Section 15.4, Purchaser shall have rollover rights at the end of the initial Term in accordance with Order No. 890 et seq. and the FERC pro forma open access transmission service tariff, as such rights are defined as of the Effective Date.
Rollover Rights. If at any time while this Note is outstanding, the Company completes any single public offering or private placement of its equity, equity-linked or debt securities in an amount greater than $350,000 (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note and any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal seventy-five percent (75%) of the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Future Transaction. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise of the Holder’s Rollover Rights.
Rollover Rights. If at any time while this Note is outstanding, the Company completes the S-1 Transaction or following the Maturity Date the Company completes any public offering or private placement of its equity, equity-linked and/or debt securities (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note, Mandatory Default Amount (if applicable), and/or any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note, Mandatory Default Amount (if applicable), and/or accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal (x) the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Future Transaction, (y) multiplied by 0.70. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise of the Holder’s Rollover Rights. If the Future Financing is a registered underwritten public offering, the Holder agrees to enter into any lock-up agreement reasonably required by the underwriters of such offering as a condition to the exercise of its Rollover Rights and its participation in such offering; provided, however, that (i) the duration of such lock-up agreement does not exceed 90 (ninety) days following the effective date of the registration statement relating to such offering, and (ii) all of the Company’s officers and directors are also required to enter into similar lock-up agreements.
Rollover Rights. If at any time while this Note is outstanding, the Company completes any single public offering or private placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note and any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable, but in no event less than 15 days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal 80% of the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Transaction to other investors in the Future Transaction. Notwithstanding the foregoing provisions of this Section 5, the Holder shall not be permitted to exercise the Rollover Rights in a public offering involving the offering of equity securities that will be listed on a national securities exchange unless the Holder executes and delivers to the Company at the closing of such public offering an industry-standard “lock up” letter with respect to such equity securities for a period not to exceed 90 days.
Rollover Rights. Each Purchaser acknowledges solely on behalf of itself the rights of the holders of the Company’s Series G Preferred Stock to exchange the Liquidation Value (as defined in the Certificate of Designation of the Series G Preferred Stock) of the Series G Preferred Stock for Series H Preferred Stock or Series I Preferred Stock (the “Rollover Rights”) pursuant to Section 4 of the Certificate of Designation of the Series G Preferred Stock as filed with the Secretary of State of the State of Delaware on December 1, 2011, as amended by the Certificate of Increase of Series G Preferred Stock filed with the Secretary of State of the State of Delaware on February 24, 2012 and the Series G Subscription Agreements. The Company represents and warrants to each of the Purchasers that each holder of Series G Units provided representations and warranties substantially identical to those set forth in Section 5 of the Series G Unit Subscription Agreement, dated December 1, 2011, by and among the Company, PCA LSG Holdings, LLC, Pegasus Partners IV, L.P., LSGC Holdings II LLC, Ensemble Lights, LLC, Belfer Investment Partners L.P., Lime Partners, LLC, Xxxx Xxxxxxxx and Xxxx Xxxxxx, to, and for the benefit of, the Company in connection with their purchase or acquisition of such Series G Units. As of the date hereof, holders of Series G Preferred Stock have exercised Rollover Rights to exchange (x) 4,346 shares of Series G Preferred Stock for shares of Series H Preferred Stock and (y) 49,995 shares of Series G Preferred Stock for shares of Series I Preferred Stock. As of the date hereof, holders of all outstanding shares of Series G Preferred Stock have exercised the Rollover Rights and no shares of Series G Preferred Stock will be outstanding immediately following the Closing. Promptly following the date hereof, the Company shall file a Certificate of Elimination to the Certificate of Incorporation eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation of the Series G Preferred Stock (the “Certificate of Elimination”). No Purchaser shall object to and each Purchaser shall take all commercially reasonable actions to permit the Company to effect the exchanges of Series G Preferred Stock pursuant to the Rollover Rights and effect the transactions contemplated by the Certificate of Elimination as provided in this Section 4(a).
Rollover Rights. Each lender (a “Bridge Lender”) under any of the June 2005 Bridge Loan Agreement, the September 2005 Bridge Loan Agreement, the November 2005 Bridge Loan Agreement and the January 2006 Bridge Loan Agreement (each such term as defined in the Subordination Agreement dated as of January 31, 2006 among the Company and certain lenders (the “January 2006 Subordination Agreement”)) shall have the one-time right (the “Rollover Right”) on the terms provided below, to purchase through the conversion of all or any portion of such Bridge Lender’s outstanding Bridge Loans (as defined below, including principal and accrued and unpaid interest) any Common Stock or securities convertible into Common Stock (collectively, “Common Stock Equivalents”), that the Company may from time to time propose to sell and issue after the date hereof in the first Subsequent Material Offering (as defined below) to occur after the date hereof.
Rollover Rights. So long as the Note is outstanding, if Borrower completes any single public offering or private placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), Holder may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding Original Principal Amount of the Note, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Holder or the Borrower, and (ii) any securities of the Borrower then held by the Holder, at their fair value (the “Rollover Rights”). Borrower shall give written notice to Hxxxxx as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. Holder may exercise its Rollover Rights by providing the Borrower written notice of such exercise within five (5) Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding Original Principal Amount of this Note shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction.
Rollover Rights. The rights of the Generator under the Duke, Pinnacle and Reliant TSAs to rollover long-term firm transmission service at the expiration of such TSAs will be governed by the provisions of Section 2.2 of NPC's Tariff or of the applicable provisions of any successor tariff, as such provisions may be modified in accordance with FERC policy. Duke, Pinnacle and Reliant agree to engage in nonbinding communications with NPC regarding their intention to exercise rollover rights at the expiration of the TSAs that are the subject of this Agreement, so that NPC may plan its system accordingly. In order to effectuate this commitment, NPC will file amended TSAs that will include a new Section 5.0 in the form set forth in Exhibit B to this Agreement.
