Defaults by AOL. Upon any default by AOL in the timely payment of the full amount owed the Company with respect to any Shares to be purchased by AOL at the Initial Closing or any Additional Closing (each, an "AOL PAYMENT DEFAULT"), the Company, Aspen and Atlantis shall have the right to effect any or all of the following remedies: A. The Company shall have all remedies available at law or in equity upon any AOL Payment Default. Interest shall accrue on the amount of each AOL Payment Default at the Default Rate from the date due until the date paid in full. If any legal proceedings relating to an AOL Payment Default are commenced by the Company, the prevailing party in such proceedings shall be entitled to its reasonable attorneys' fees and costs in such proceeding. In addition, for the period commencing on the first day of the month in which any such AOL Payment Default first arises until such AOL Payment Default is fully cured by AOL, AOL and each of its Affiliates and Subsidiaries shall not be entitled to any dividends or other distributions in respect of any of their Company Securities, which dividends and distributions shall be applied to such AOL Payment Default and, only after such AOL Payment Default shall be fully cured by AOL, be paid to AOL and its Affiliates or Subsidiaries, as applicable. B. Notwithstanding anything to the contrary contained in subsection A hereof, immediately upon the occurrence of an AOL Payment Default, the Company shall notify each of Aspen and Atlantis of such AOL Payment Default, and, in addition to the Company's exercise of any additional remedy hereunder, Aspen and Atlantis shall each have the individual right, but not the obligation, to cure all or any portion of the AOL Payment Default and to receive from the Company, subject to Section 1.03 hereof, a number of Shares equal to the quotient obtained by dividing (i) the aggregate amount of the applicable AOL Payment Default that is paid by Aspen and/or Atlantis by (ii) the Stipulated Price (the "AOL DEFAULT SHARES"). Such right shall be exercised by delivering a written notice to the Company and AOL within five (5) Business Days after the date of the Company's notice delivered pursuant to this subsection, which exercise notice shall specify the number of Shares which Aspen or Atlantis, as applicable, is electing to purchase pursuant to this provision. If the aggregate amount of the elections made by Aspen and Atlantis pursuant to timely election notices exceeds the aggregate number of AOL Default Shares, then the electing parties shall be entitled to acquire such AOL Default Shares pro rata based on such electing party's share ownership of the Company on the date hereof. The closing of any such sale shall be consummated at a date to be mutually agreed by the Company and the electing parties, which date shall be no later than ten (10) Business Days after the date of the Company's notice delivered pursuant to this subsection. C. AOL hereby grants to each of Aspen and Atlantis an option (the "AOL CALL OPTION") to purchase from AOL, free and clear of any and all Liens and preemptive and other similar rights (except as contemplated by the Related Agreements), and AOL shall be obligated to sell to Aspen and/or Atlantis, as applicable, all or any portion, as determined by Aspen and/or Atlantis, of such number of shares of Series B Preferred Stock, Series D Preferred Stock or Class B Common Stock, whichever is selected by Aspen and/or Atlantis in their sole discretion, as is equal to the total number of AOL Default Shares purchased by it pursuant to the provisions of subsection B above. Aspen and/or Atlantis, as applicable, may exercise the AOL Call Option by written notice (the "AOL PURCHASE NOTICE") to AOL, with a copy to the Company, which AOL Purchase Notice must be delivered to AOL within ten (10) days after the consummation of the acquisition of the AOL Default Shares by such party from the Company, which AOL Purchase Notice shall specify the number and type of shares as to which the party delivering such notice is exercising the AOL Call Option. The price at which the AOL Call Option shall be exercised shall be equal to eighty percent (80%) of the
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Defaults by AOL. Upon any default by AOL in the timely payment of the full amount owed the Company with respect to any Shares to be purchased by AOL at the Initial Closing or any Additional Closing (each, an "AOL PAYMENT DEFAULTPayment Default"), the Company, Aspen and Atlantis shall have the right to effect any or all of the following remedies:
A. The Company shall have all remedies available at law or in equity upon any AOL Payment Default. Interest shall accrue on the amount of each AOL Payment Default at the Default Rate from the date due until the date paid in full. If any legal proceedings relating to an AOL Payment Default are commenced by the Company, the prevailing party in such proceedings shall be entitled to its reasonable attorneys' fees and costs in such proceeding. In addition, for the period commencing on the first day of the month in which any such AOL Payment Default first arises until such AOL Payment Default is fully cured by AOL, AOL and each of its Affiliates and Subsidiaries shall not be entitled to any dividends or other distributions in respect of any of their Company Securities, which dividends and distributions shall be applied to such AOL Payment Default and, only after such AOL Payment Default shall be fully cured by AOL, be paid to AOL and its Affiliates or Subsidiaries, as applicable.
B. Notwithstanding anything to the contrary contained in subsection A hereof, immediately upon the occurrence of an AOL Payment Default, the Company shall notify each of Aspen and Atlantis of such AOL Payment Default, and, in addition to the Company's exercise of any additional remedy hereunder, Aspen and Atlantis shall each have the individual right, but not the obligation, to cure all or any portion of the AOL Payment Default and to receive from the Company, subject to Section 1.03 hereof, a number of Shares equal to the quotient obtained by dividing (i) the aggregate amount of the applicable AOL Payment Default that is paid by Aspen and/or Atlantis by (ii) the Stipulated Price (the "AOL DEFAULT SHARESDefault Shares"). Such right shall be exercised by delivering a written notice to the Company and AOL within five (5) Business Days after the date of the Company's notice delivered pursuant to this subsection, which exercise notice shall specify the number of Shares which Aspen or Atlantis, as applicable, is electing to purchase pursuant to this provision. If the aggregate amount of the elections made by Aspen and Atlantis pursuant to timely election notices exceeds the aggregate number of AOL Default Shares, then the electing parties shall be entitled to acquire such AOL Default Shares pro rata based on such electing party's share ownership of the Company on the date hereof. The closing of any such sale shall be consummated at a date to be mutually agreed by the Company and the electing parties, which date shall be no later than ten (10) Business Days after the date of the Company's notice delivered pursuant to this subsection.
C. AOL hereby grants to each of Aspen and Atlantis an option (the "AOL CALL OPTIONCall Option") to purchase from AOL, free and clear of any and all Liens and preemptive and other similar rights (except as contemplated by the Related Agreements), and AOL shall be obligated to sell to Aspen and/or Atlantis, as applicable, all or any portion, as determined by Aspen and/or Atlantis, of such number of shares of Series B Preferred Stock, Series D Preferred Stock or Class B Common Stock, whichever is selected by Aspen and/or Atlantis in their sole discretion, as is equal to the total number of AOL Default Shares purchased by it pursuant to the provisions of subsection B above. Aspen and/or Atlantis, as applicable, may exercise the AOL Call Option by written notice (the "AOL PURCHASE NOTICEPurchase Notice") to AOL, with a copy to the Company, which AOL Purchase Notice must be delivered to AOL within ten (10) days after the consummation of the acquisition of the AOL Default Shares by such party from the Company, which AOL Purchase Notice shall specify the number and type of shares as to which the party delivering such notice is exercising the AOL Call Option. The price at which the AOL Call Option shall be exercised shall be equal to eighty percent (80%) of thethe Stipulated Price. The purchase and sale of the shares owned by AOL to Aspen and/or Atlantis, as applicable, pursuant to this subsection shall take place at the principal place of business of the Company (unless otherwise agreed by AOL, Aspen and/or Atlantis, as applicable), on a date specified by Aspen and/or Atlantis, as applicable, but in any event no later than thirty (30) days after the AOL Purchase Notice has been sent pursuant to this subsection, unless otherwise agreed by AOL, Aspen and/or Atlantis, as applicable (the "AOL Call Option Closing"). At the AOL Call Option Closing, Aspen and/or Atlantis, as applicable, shall tender and AOL shall accept payment of the purchase price by certified or bank check or wire transfer, and AOL shall deliver to Aspen and/or Atlantis, as applicable, in exchange therefor the certificate(s) for the shares being acquired pursuant to the AOL Purchase Notice, accompanied by duly executed instruments of transfer.
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