Documentation and Procedures. (a) Intel Member shall have the ability to exercise the Intel Call Right on or about (subject to extension if necessary to permit required approvals from Governmental Authorities) the last Business Day of each Fiscal Quarter of the Company upon written notice to Co-Investor Member thirty (30) calendar days prior to such Business Day, with such transaction closing upon such reasonable time thereafter as Intel Member specifies in such written notice (subject to extension, if necessary, to permit required approvals from Governmental Authorities). In the event that Intel Member determines to exercise the Intel Call Right, Intel Member shall deliver to each of Co-Investor Member and the Company a written notice of its intention to so exercise the Intel Call Right, which notice shall include (i) the purchaser to which the Forced Transfer Units or Called Units (as applicable) will be transferred, whether to Intel Member, one or more of its Affiliates or a Third Party, and (ii) the Call Right Exercise Price (such notice, the “Intel Call Notice”). Any such election by Intel Member to exercise the Intel Call Right shall be irrevocable (unless the Call Right Exercise Price is disputed by Co-Investor Member). (b) In the event that Intel Member exercises the Intel Call Right pursuant to this Article 10 (other than in connection with a Co-Investor Default Call): (i) Co-Investor Member shall deliver or cause to be delivered the Forced Transfer Units or the Called Units (as applicable), duly endorsed or accompanied by written instruments of transfer in form reasonably satisfactory to Intel Member or the applicable Transferee, duly executed by Co-Investor Member; (ii) Co-Investor Member shall represent and warrant (A) that it is the sole beneficial and record owner of such Forced Transfer Units or Called Units (as applicable), with valid and good title to the interests, (B) that it is duly organized and in good standing under the Applicable Laws of its jurisdiction of formation and jurisdictions where it conducts business, (C) that such interests are being validly transferred free and clear of all liabilities and Liens (other than transfer restrictions arising from any applicable stock exchange rules and any applicable requirements under the Securities Act, the Exchange Act and any Applicable Laws, including, without limitation, domestic and foreign federal and state securities and “blue sky” Applicable Laws (collectively with any applicable stock exchange rules, “Applicable Securities Laws”), (D) with respect to the due authorization, execution and delivery of any agreement entered into in connection therewith, and (E) with respect to its power and authority to enter into such agreement and consummate the transactions contemplated thereby without the consent or approval of any other Person, and shall otherwise agree to complete such transaction on customary terms and conditions and pursuant to customary documents; (iii) Co-Investor Member shall cause all liabilities and all Liens associated with the Forced Transfer Units or the Called Units, as applicable, to be discharged prior to consummation of the Intel Call Right (other than transfer restrictions arising from Applicable Securities Laws); (iv) Intel Member or the applicable Transferee of the Forced Transfer Units shall pay the applicable Call Right Exercise Price in immediately available funds to a bank account or bank accounts of (as designated by) Co-Investor Member, subject to the consummation of the Transfer of the Forced Transfer Units or the Called Units (as applicable); (v) such Intel Call Right transaction shall be consummated on the last Business Day of applicable Fiscal Quarter unless otherwise agreed by Intel Member and Co- Investor Member, subject to extension if necessary to permit approvals from Governmental Authorities; and (vi) following the consummation of such Intel Call Right transaction, as applicable, Co-Investor Member shall no longer be entitled to any rights in respect of the Forced Transfer Units or the Called Units, including the right to any Distributions or payments by the Company and shall thereupon cease to be a Member of the Company.
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Documentation and Procedures. (a) The Intel Member shall have the ability to exercise the Intel Call Right on or about (subject to extension if necessary to permit required approvals from Governmental AuthoritiesEntities) the last Business Day of each Fiscal Quarter of the Company upon written notice to Co-Investor Brookfield Member thirty ninety (3090) calendar days prior to such Business Day, with such transaction closing upon effective as of such reasonable time thereafter as Intel Member specifies in such written notice Business Day (subject to extension, extension if necessary, necessary to permit required approvals from Governmental AuthoritiesEntities). In the event that the Intel Member determines to exercise the Intel Call Right, the Intel Member shall deliver to each of Co-Investor the Brookfield Member and the Company a revocable written notice of its intention to so exercise the Intel Call Right, which notice shall include (i) the purchaser to which the Forced Transfer Units, Called Units or Brookfield Called Units Equity (as applicable) will be transferred, whether to the Intel Member, one or more of its Affiliates or a Third Party, and (ii) the Call Right Exercise Price Party (such notice, the “Intel Call Notice”). Any .
(b) Within fifteen (15) calendar days following the Brookfield Member’s receipt of such election by Intel Call Notice, the Brookfield Member shall provide the Intel Member with a written statement setting forth the Call Price, including a good faith estimate, relevant provisions, supporting calculations and other reasonable information supporting the calculation thereof or otherwise reasonably requested by the Intel Member (such statement, the “Call Statement”).
(c) Within fifteen (15) calendar days (or, if later, ten (10) calendar days before the date on which Brookfield Member must provide an irrevocable prepayment notice to its creditors (or, if no such date exists, ten (10) calendar days prior to the final day of the applicable Fiscal Quarter)) after the Intel Member’s receipt of the Call Statement, and solely if the Intel Member determines to exercise the Intel Call Right, the Intel Member shall provide the Brookfield Member with an irrevocable written notice that it intends to exercise the Intel Call Right shall be irrevocable (unless the and, if applicable, a Call Right Exercise Price is disputed by Co-Investor Member)Prepayment Election.
(bd) In the event that the Intel Member exercises the Intel Call Right pursuant to this Article 10 12 (other than in connection with a Co-Investor Brookfield Default Call):),
(i) Co-Investor the Brookfield Member shall deliver or cause to be delivered the Forced Transfer Units, the Called Units or the Brookfield Called Units Equity (as applicable), duly endorsed or accompanied by written instruments of transfer in form reasonably satisfactory to the Intel Member or the applicable Transferee, duly executed by Co-Investor Memberthe Brookfield Member (or, in the case of the Brookfield Called Equity, its immediate owners);
(ii) Co-Investor the Brookfield Member (or, in the case of the Brookfield Called Equity, its immediate owners) shall represent and warrant only (A) that it is the sole beneficial and record owner of such Forced Transfer Units, Called Units or Brookfield Called Units Equity (as applicable), with valid and good title to the interests, (B) that it is duly organized and in good standing under the Applicable Laws of its jurisdiction of formation and jurisdictions where it conducts business, (C) that such interests are being validly transferred free and clear of all liabilities other than Transferable Liabilities (including Breakage Costs with respect thereto) and Liens (other than transfer restrictions arising from any applicable stock exchange rules and any applicable requirements under the Securities Act, the Exchange Act and any Applicable Laws, including, without limitation, domestic and foreign federal and state securities and “blue sky” Applicable Laws (collectively with any applicable stock exchange rules, “Applicable Securities Laws”)Liens securing Transferable Liabilities, (DC) with respect to the due authorization, execution and delivery of any agreement entered into in connection therewith, and (ED) with respect to its power and authority to enter into such agreement and consummate the transactions contemplated thereby without the consent or approval of any other Person, and shall otherwise agree to complete such transaction on customary terms and conditions and pursuant to customary documents;
(iii) Co-Investor the Brookfield Member (or, in the case of the Brookfield Called Equity, its immediate owners) shall cause all liabilities that are not Transferable Liabilities and all Liens (other than Liens securing Transferable Liabilities) associated with the Forced Transfer Units, the Called Units or the Brookfield Called UnitsEquity, as applicable, to be discharged prior to consummation of the Intel Call Right (other than transfer restrictions arising from Applicable Securities Laws)Right;
(iv) the Intel Member or the applicable Transferee of the Forced Transfer Units shall pay the applicable Call Right Exercise Price in immediately available funds to a bank account or bank accounts of (as designated by) Co-Investor the Brookfield Member, subject to the consummation of the Transfer of the Forced Transfer Units, the Called Units or the Brookfield Called Units Equity (as applicable);
(v) such Intel Call Right transaction shall be consummated on the last Business Day of applicable Fiscal Quarter unless otherwise agreed by the Intel Member and Co- Investor the Brookfield Member, subject to extension if necessary to permit approvals from Governmental AuthoritiesEntities; and
(vi) following the consummation of such Intel Call Right transaction, as applicable, Co-Investor (A) the Brookfield Member shall no longer be entitled to any rights in respect of the Forced Transfer Units or the Called Units, including the right to any Distributions or payments by the Company and shall thereupon cease to be a Member of the Company or (B) the immediate owners of the Brookfield Member shall no longer by entitled to any rights in respect of the Brookfield Called Equity, including the indirect right to any Distributions or payments by the Company, and shall thereupon cease to be owners of the Brookfield Member.
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