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 CODES 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 CODES may be repurchased in part unless the portion of the principal amount of such CODES 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 no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the CODES 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 CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such CODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and 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 a Change of Control (as hereinafter defined), 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 purchase by the Issuer or a third party designated by the Issuer (but such designation will not relieve the Issuer from its obligation pursuant to this Section 5.2 until such obligation is satisfied) for cash in an amount equal to the principal amount of such Note plus accrued and unpaid interest to the date fixed for purchase. Such purchase shall occur no later than the 90th day after the date of the notice provided pursuant to clause (c) below (the "Mandatory Purchase Date"). The holder's right to tender shall continue up to the 85th 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 purchase shall be canceled by the Issuer.
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. If Change of Control Put is specified as being applicable in the applicable Final Terms or (in the case of Exempt Notes) the applicable Pricing Supplement, upon the occurrence of a Change of Control while this Note remains outstanding, the holder of this Note will have the option (the “Change of Control 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 6.2) to require the Issuer to redeem or, at the Issuer’s option, to purchase or procure the purchase of this Note on the Optional Change of Control Redemption Date (as defined below) at the Optional Change of Control Redemption Amount specified in the applicable Final Terms or (in the case of Exempt Notes) the applicable Pricing Supplement together with (or, where purchased, together with an amount equal to) accrued interest (if applicable) to but excluding the Optional Change of Control Redemption Date. A “Change of Control” shall be deemed to have occurred if any person or group of persons acting in concert gains control of the Issuer, where “control” means (i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the Issuer, or (ii) the holding beneficially (directly or indirectly) of more than 50 per cent. of the issued share capital of the Issuer. Promptly upon the Issuer becoming aware that a Change of Control has occurred, the Issuer shall give notice (a “Change of Control Put Event Notice”) to the Noteholders in accordance with Condition 13 specifying the nature of the Change of Control and the circumstances giving rise to it and the procedure for exercising the Change of Control Put Option contained in this Condition 6.4(b). To exercise the Change of Control Put Option the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the period (the “Change of Control Put Period”) of 45 days after a Change of Control Put Event Notice is given, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a “Change of Control Put Notice”) and i...
Change of Control Put. In the event of a Change of Control, each Holder of outstanding shares of Series B-1 Preferred Stock may, at such Holder’s election, (i) effective as of immediately prior to the Change of Control Effective Date, convert all or a portion of its shares of Series B-1 Preferred Stock pursuant to 6(a) or (ii) require the Company to purchase all of such Holder’s shares of Series B-1 Preferred Stock that have not been so converted at a purchase price per share of Series B-1 Preferred Stock (a “Change of Control Put”) for an amount in cash (in the case of clause (A)) or the applicable consideration (in the case of clause (B)) for each such share of Series B-1 Preferred Stock (the “Change of Control Put Price”) equal to, at the Holder’s election (or if the Holder does not so elect, the greater of, as determined by the Board acting in good faith) (A) the Liquidation Preference of such share of Series B-1 Preferred Stock or (B) 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 B-1 Preferred Stock into Common Stock pursuant to 6(a) but without regard to any of the limitations on convertibility contained therein (provided, 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 on Change of Control Put following such transaction shall be deemed to be the weighted average of the types and amounts of consideration received by all holders of Common Stock). The Company shall not take any action that would be reasonably expected to impair the Company’s ability to pay the Change of Control Put Price when due, including by investing available funds in illiquid assets. For clarity, but subject to 9(e), any shares of Series B-1 Preferred Stock that a Holder does not convert as set forth in clause (i) above or subject to the Change of Control Put as set forth in clause (ii) above shall remain outstanding as provided herein.
Change of Control Put. [Applicable/Not Applicable] (only applicable to Notes issued by a Subsidiary Issuer)
