Redemption on Change of Control. If at any time while any Note remains outstanding, either of the following events shall occur (each, as applicable, a “Put Event”): (i) a Change of Control occurs and, if at the start of the Change of Control Period the Notes are rated by any Rating Agency, a Rating Downgrade in respect of that Change of Control occurs within such Change of Control Period (such Change of Control and Rating Downgrade not having been cured prior to the expiry of the Change of Control Period); or (ii) a Change of Control occurs and, on the occurrence of the Change of Control, the Notes are not rated by any Rating Agency, then the Holder of each Note will have the option (the “Put Option”) (unless, prior to the giving of the Put Event Notice (as defined below), the Issuer gives notice of its intention to redeem the Notes under Condition 5(b) (Redemption for tax reasons) to require the Issuer to redeem or, at the Issuer’s option, to purchase or procure the purchase of that Note on the Optional Redemption Date (as defined below), at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest up to but excluding the Optional Redemption Date. For the purposes of this Condition 5(c): A “Change of Control” shall be deemed to have occurred if: (i) the Slovak Republic ceases to hold, directly or indirectly at least 50 per cent. plus one share of the ordinary shares of the Issuer; or (ii) any person or persons (other than the Slovak Republic or EP Infrastructure, a.s.) acting in concert or any person or persons acting on their behalf, at any time directly or indirectly come(s) to acquire control (whether through share- ownership, acquisition of voting rights, the ability to direct management, or otherwise) of the Issuer.
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