Common use of Change in Control Price Clause in Contracts

Change in Control Price. Notwithstanding the foregoing, in the case of a Put Right triggered by a transaction that will result in a Change in Control pursuant to which consideration would be payable in such transaction with respect to such class of securities, the Put Right Purchase Price shall be equal to the greater of: (A) with respect to the Existing Put Securities, the Existing Put Securities Minimum Purchase Price, and, with respect to the Future Put Securities, the Future Put Securities Minimum Purchase Price; and (B) with respect to all Put Securities, (x) the per share or unit purchase price payable in such transaction with respect to such class of securities multiplied by the aggregate number of Put Securities of such class (with respect to each such class, the “Change in Control Price”) unless Purchaser requests a determination of Fair Market Value for purposes of calculating the amount that would be payable with respect to Put Securities of such class, which request shall be made in writing along with the Put Right Exercise Notice, in which case the Put Right Purchase Price shall be equal to (y) the Fair Market Value of the Put Securities of such class as of the date of the exercise of the Put Right multiplied by the aggregate number of Put Securities of such class; provided that, the Fair Market Value amount so determined with respect to such securities shall not be less than the Change in Control Price. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. In the event that the Put Securities include Purchaser Securities denominated in dollars rather than shares or units, then the amount determined pursuant to clause (iii)(B)(x) above shall be the aggregate dollar amount proposed to be paid in the Change of Control transaction for such Put Securities, and the amount determined pursuant to clause (iii)(B)(y) above shall be the product of the percentage of the face amount of such Put Securities (which percentage may be greater than, equal to or less than 100% to reflect any premium or discount to such face amount), determined to be the Fair Market Value with respect to such Put Securities multiplied by the aggregate principal amount of such Put Securities.