ONEOK Group definition
Examples of ONEOK Group in a sentence
Subject to the other provisions of Article IV of this Agreement, ONEOK will, and will cause each member of the ONEOK Group to, vote all of its Common Stock and Preferred Stock at every annual and special meeting of shareholders of MHR and with respect to each matter submitted to shareholders for approval.
In the event MHR proposes to issue any equity securities in a public offering to which the ONEOK Group has the preemptive right set forth in this Section 5.2, (i) MHR will provide ONEOK with written notice at least 15 days prior to filing the applicable registration statement with the Securities and Exchange Commission and (ii) the ONEOK Group may elect to exercise its preemptive right with respect to such equity offering by providing written notice of such election to MHR within such 15-day period.
At any time within 180 days after the occurrence of any MHR Takeover Event with respect to which the ONEOK Group voted all of its Common Stock and Preferred Stock against such MHR Takeover Event, ONEOK shall have the right to require MHR to purchase, upon 45 days prior written notice to MHR, any or all Preferred Stock then owned by the ONEOK Group at a purchase price equal to 108% of the Liquidation Value.
Except as otherwise expressly provided in Sections 5.2 and 5.3 hereof, ONEOK will not, nor will ONEOK permit any member of the ONEOK Group to, purchase any shares of Common Stock of MHR or any securities other than the $50 million in Preferred Stock purchased on the date hereof that are convertible into, or exercisable or exchangeable for, Common Stock of MHR.
Notwithstanding anything to the contrary in the Certificate of Designations relating to the Preferred Stock, MHR agrees that, unless MHR redeems all of the Preferred Stock then held by the ONEOK Group, it shall not redeem shares of the Preferred Stock from the ONEOK Group if immediately after such redemption ONEOK would not be entitled to nominate at least one member of MHR's Board of Directors pursuant to its rights hereunder.
ONEOK will not, nor will ONEOK or Parent permit any member of the ONEOK Group to, transfer any or all of the Preferred Stock to any transferee (including any member of the ONEOK Group and any third party transferee) unless such transferee agrees in writing, in a manner reasonably satisfactory to MHR, to be bound by this Agreement.
If the ONEOK Group timely elects to exercise its preemptive right by providing such notice to MHR, the ONEOK Group shall have the right and obligation to purchase the Preemptive Right Securities at the public offering price at the time of, and subject to, consummation of the public equity offering.
ONEOK will not, nor will it permit any member of the ONEOK Group to, at any time effect an MHR Change of Control with respect to MHR unless such MHR Change of Control is approved by the holders of at least two-thirds of the outstanding voting securities of MHR other than the ONEOK Group.
None of MHR, ONEOK or Parent may assign this Agreement without the express written consent of the other parties hereto; provided, however, ONEOK may transfer the Preferred Stock to any member of the ONEOK Group subject to such member complying with Section 6.10.
This Agreement will commence on the date hereof and will terminate on the first to occur of (i) an MHR Change of Control; (ii) such time as the ONEOK Group ceases to own Common Stock and Preferred Stock that together aggregate at least 10% of the outstanding Common Stock of MHR on a Fully Diluted Basis; (iii) February 3, 2014; (iv) written notice from ONEOK to MHR to terminate this Agreement following an MHR Termination Default; and (iv) the mutual agreement of MHR and ONEOK to terminate this Agreement.