Rollover Rights Sample Clauses

Rollover Rights. (a) Unless this Agreement is terminated early under Section 3.3, Section 15.3 or Section 15.4, Purchaser shall have rollover rights at the end of the initial Term in accordance with Order No. 890 et seq. and the FERC pro forma open access transmission service tariff, as such rights are defined as of the Effective Date. (b) If Purchaser chooses to exercise rollover rights in accordance with clause (a) above, Owner shall then prepare and deliver to Purchaser, no later than six months after such exercise, an engineering assessment, which shall include an assessment of (i) the ability of the Northern Pass Transmission Line to operate for the proposed extended Term, (ii) any upgrades or refurbishment required to support the operation of the Northern Pass Transmission Line for the proposed extended Term, and (iii) forecasted capital expenditures over the proposed extended Term. All costs and expenses incurred by Owner in connection with such engineering assessment shall be recoverable under the Formula Rate in accordance with Article 8. If such engineering assessment indicates that the Northern Pass Transmission Line is incapable of providing Firm Transmission Service for the full duration of the extended Term requested by Purchaser or if the costs required to support the operation of the Northern Pass Transmission Line for the proposed extended Term are unacceptable to Purchaser, in its sole discretion, then Purchaser shall have the right, exercisable in its sole discretion, to (A) revise its election to reduce the period of the extended Term or (B) waive its rollover rights. (c) Owner shall not enter into any contract or other arrangement for a Subsequent Use that is inconsistent with Purchaser’s rollover rights, as provided herein.

Rollover Rights. (a) Unless this Agreement is terminated early under Section 3.3, Section 14.4 or Section 14.6, Purchaser shall have rollover rights at the end of the Purchaser Term in accordance with FERC Order No. 890 et seq. and the FERC pro forma open access transmission service tariff, as such rights are defined as of the Effective Date. (b) Owner shall not enter into any contract or other arrangement for use of the NECEC Transmission Line that is inconsistent with Purchaser’s rollover rights, as provided herein.

Rollover Rights. So long as the Note is outstanding, if the Borrower completes any public offering or private placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Holder or the Borrower, and (ii) any securities of the Borrower then held by the Holder, at their fair value (the “Rollover Rights”). The Borrower shall give written notice to ▇▇▇▇▇▇ as soon as practicable, but in no event less than fifteen (15) Trading Days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Borrower written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction.

Rollover Rights. So long as the Note is outstanding, if the Company completes any single public offering or private placement of its equity, equity-linked or debt securities, including but not limited to a “Reg-A Offering” (each, a “Future Transaction”), the Purchaser may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Purchaser or the Company, and (ii) any securities of the Company then held by the Purchaser, at their fair value (the “Rollover Rights”). The Company shall give written notice to Purchaser as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Purchaser exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Purchaser will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction.

Rollover Rights. Each Purchaser acknowledges solely on behalf of itself the rights of the holders of the Company’s Series G Preferred Stock to exchange the Liquidation Value (as defined in the Certificate of Designation of the Series G Preferred Stock) of the Series G Preferred Stock for Series H Preferred Stock or Series I Preferred Stock (the “Rollover Rights”) pursuant to Section 4 of the Certificate of Designation of the Series G Preferred Stock as filed with the Secretary of State of the State of Delaware on December 1, 2011, as amended by the Certificate of Increase of Series G Preferred Stock filed with the Secretary of State of the State of Delaware on February 24, 2012 and the Series G Subscription Agreements. The Company represents and warrants to each of the Purchasers that each holder of Series G Units provided representations and warranties substantially identical to those set forth in Section 5 of the Series G Unit Subscription Agreement, dated December 1, 2011, by and among the Company, PCA LSG Holdings, LLC, Pegasus Partners IV, L.P., LSGC Holdings II LLC, Ensemble Lights, LLC, Belfer Investment Partners L.P., Lime Partners, LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, to, and for the benefit of, the Company in connection with their purchase or acquisition of such Series G Units. As of the date hereof, holders of Series G Preferred Stock have exercised Rollover Rights to exchange (x) 4,346 shares of Series G Preferred Stock for shares of Series H Preferred Stock and (y) 49,995 shares of Series G Preferred Stock for shares of Series I Preferred Stock. As of the date hereof, holders of all outstanding shares of Series G Preferred Stock have exercised the Rollover Rights and no shares of Series G Preferred Stock will be outstanding immediately following the Closing. Promptly following the date hereof, the Company shall file a Certificate of Elimination to the Certificate of Incorporation eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation of the Series G Preferred Stock (the “Certificate of Elimination”). No Purchaser shall object to and each Purchaser shall take all commercially reasonable actions to permit the Company to effect the exchanges of Series G Preferred Stock pursuant to the Rollover Rights and effect the transactions contemplated by the Certificate of Elimination as provided in this Section 4(a).

Rollover Rights. If at any time while this Note is outstanding, the Company completes any public offering or private placement of its equity, equity-linked and/or debt securities (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note and any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable, but in no event less than three (3) Business Days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within two (2) Business Days after receipt of notice of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal (x) the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Future Transaction, (y) multiplied by 0.70. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise of the Holder’s Rollover Rights.

Rollover Rights. So long as the Note is outstanding, if the Company completes a public offering or private placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), the Purchaser may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction (the “Rollover Rights”): (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Purchaser or the Company, and (ii) any securities of the Company then held by the Purchaser, at their fair value (such elected portion of (i) and (ii) referred to herein as the “Rollover Consideration”). The Company shall give written notice to Purchaser as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser may exercise its Rollover Rights by providing the Company written notice of such exercise within five (5) Business Days before the closing of the Future Transaction. In the event Purchaser exercises its Rollover Rights, then such Rollover Consideration, shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Purchaser will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction, provided however, that the conversion price applicable to such conversion shall equal eighty percent (80%) of the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Future Transaction. With respect to a Public Offering, the securities acquired upon exercise of Rollover Rights may be subject to standard underwriter lock up if required by the underwriter. Notwithstanding the foregoing, Purchaser shall be required to exercise its Rollover Rights with respect to the Preferred Shares, in an amount equal to a minimum of $500,000 of Stated Value (as defined in the Designation).

Rollover Rights. For so long as the Notes are outstanding and in the event that the Company shall consummate a public offering or a private placement of its equity, equity-linked, or debt securities, the Investor shall have the right, but not the obligation, in its sole and absolute discretion, to apply any or all of the Company’s obligations under the Note, calculated as a Mandatory Default Amount, as a subscription to such offering or placement.

Rollover Rights. So long as any Note is outstanding, if the Company completes any single public offering or private placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), the each Investor may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then Premium Amount of such Investor’s Note(s), and (ii) any Warrants and other securities of the Company then held by such Investor, at their fair value (the “Rollover Rights”). The Company shall give written notice to the Investors, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. Each Investor may exercise its Rollover Rights by providing the Company written notice of such exercise within five (5) Business Days before the closing of the Future Transaction. In the event that any Investor exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Purchaser will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction.