Change of Member Control. A Change of Member Control must also comply with the requirements of this Section 3.03.
Change of Member Control. A Change of Member Control of the Class B Member must also comply with the requirements of this Section 9.1 (other than Section 9.1(b)(iii)(A)(2), Section 9.1(b)(iii)(A)(3)), for a Transfer of the Class B Member’s interest at such time.
Change of Member Control. A Change of Member Control must also comply with the requirements of this Section 9.1 (other than Section 9.1(b)(iii)(A)(2), Section 9.1(b)(iii)(A)(3), Section 9.1(b)(iii)(F) or Section 9.1(d)), for a Transfer of such Member’s interest at such time; provided, however, that this Section 9.1(b)(iv) shall not apply to a Transfer pursuant to Section 9.1(b)(v).
Change of Member Control. A Change of Member Control must also comply with the requirements of Section 9.2.
Change of Member Control. (a) In the event of a Change of Member Control, the Member with respect to which the Change of Member Control has occurred ("CHANGING MEMBER") shall promptly (and in all events within five Business Days after the Change of Member Control) give notice thereof ("CONTROL NOTICE") to the other Member (in such capacity, the "NON-CHANGING MEMBER"). If the Control Notice is not given by the Changing Member as provided above and the Non-Changing Member becomes aware of such Change of Member Control, such Non-Changing Member shall have the right to give the Control Notice to the Changing Member. The Non-Changing Member shall have the right, but not the obligation, either: (i) to acquire the Membership Interest of the Changing Member for the fair market value thereof (as such, a "BUY-OUT RIGHT") or (ii) to sell the Membership Interest of the Non-Changing Member to the Changing Member for the fair market value thereof (as such, a "SELL-OUT RIGHT"). For purposes of this Section 3.12, "fair market value" means the cash value for which a willing buyer and willing seller under no compulsion would be willing to buy or sell the Membership Interest of the Changing Member. If the Non-Changing Member elects to proceed under clause (i), then the Changing Member shall deliver its proposed fair market value ("FMV NOTICE") of its Membership Interest to the Non-Changing Member within five Business Days after the delivery of the Control Notice. The Non-Changing Member shall then have 15 Business Days after receipt of the FMV Notice to dispute the fair market value set forth therein by notice to the Changing Member. If the Non-Changing Member disputes the fair market value set forth in the FMV Notice, then the parties shall attempt to resolve such dispute. If such dispute is not resolved within 15 Business Days after delivery of the dispute notice, then the fair market value of the Changing Member's Membership Interest shall be determined by one investment banking firm of nationally recognized origin agreed upon by the Changing Member and the Non-Changing Member or failing such agreement, appointed by the Presiding Judge of the United States District Court for the Southern District of Texas, Houston Division, pursuant to a petition to compel appraisal. If such dispute is submitted to the appraiser, the fair market value of the Changing Member's Membership Interest shall be the amount determined by the appraiser. The fair market value of the Changing Member's Membership Interest dete...
Change of Member Control. Prior to the Flip Point, a Change of Member Control must also comply with the requirements of this Section 3.03. Upon any Change of Member Control of the Class B Member, the Class B Member shall cause to be delivered to the Class A Members a valid and enforceable replacement or substitute of the Sponsor Guaranty (or other credit support from a Person that meets the requirements set forth in clauses (x) and (y) of Section 3.03(b)(iii)(F)), in substantially the same form as the original Sponsor Guaranty and from an entity reasonably satisfactory to the Majority of Class A Members. Upon any Change of Member Control of a Class A Member, the Class A Member shall cause to be delivered to the Class B Member a valid and enforceable replacement or substitute of any guaranty in favor of the Company of such Class A Member’s obligations then required to be in effect, in substantially the same form as the then existing guaranty and from an entity reasonably satisfactory to the Class B Member, or other credit support from a Person that meets the requirements set forth in clauses (x) and (y) of Section 3.03(b)(iii)(F).
Change of Member Control with respect to any Member, an event (such as a Disposition of voting securities or other equity interests) that causes such Member to cease to be Controlled by such Member’s then Parent; provided, however, that the term “Change of Member Control” shall not include any of the following events:
Change of Member Control with respect to any Member, an event (such as a Disposition of voting securities) that causes such Member to cease to be Controlled by such Member’s Parent; provided, however, that an event that causes either or both the Parents of an Initial Member to be Completely Controlled (or otherwise Controlled) by another Person shall not constitute a Change of Member Control. Claim - any and all judgments, claims, causes of action, demands, lawsuits, suits, proceedings, Governmental investigations or audits, losses, assessments, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages (whether actual, consequential or punitive), including interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts. Code - the Internal Revenue Code of 1986, as amended. Company - Cabrillo Power II LLC, a Delaware limited liability company. Complete Control - the possession, directly or indirectly, through one or more intermediaries, of both of the following:
Change of Member Control. If the Fair Market Value of a Membership Interest is to be determined for purposes of Section 3.03(b)(vi), the Changing Member, on the one side, and all other Members who in good faith have an interest in possibly exercising the applicable Buy-out Right, on the other side, shall seek to determine such Fair Market Value by mutual written agreement. As soon as either side decides that mutual agreement will not be reached, it may give notice to the other side that it elects to initiate the process set forth in Section 13.11(c) to determine such Fair Market Value.
Change of Member Control with respect to any Member, an event (such as a Disposition of voting securities) that causes such Member to cease to be Controlled by such Member’s Parent; provided, however, that an event that causes either or both the Parents of an Initial Member to be Completely Controlled (or otherwise Controlled) by another Person shall not constitute a Change of Member Control. Claim - any and all judgments, claims, causes of action, demands, lawsuits, suits, proceedings, Governmental investigations or audits, losses, assessments, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages (whether actual, consequential or punitive), including interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts. Code - the Internal Revenue Code of 1986, as amended. Company - El Segundo Power, LLC, a Delaware limited liability company. Complete Control - the possession, directly or indirectly, through one or more intermediaries, of both of the following:
