Exercise Period; Put Price. Section 3.2
Exercise Period; Put Price. Beginning on the first anniversary of the date hereof and ending on the tenth anniversary of the date hereof (the “Exercise Period”) and subject to Section 5.4 of the Shareholders Agreement, CCC may on no more than one occasion (unless subsequently deemed withdrawn pursuant to Section 5.4(b)(iv) or 5.4(c)(iii) of the Shareholders Agreement) give a notice (the “Put Notice”) to the Purchaser stating the intention of all members of the CCC Control Group owning Equity Interests to sell, assign, and transfer all, but not less than all, of the Equity Interests then owned by such members of the CCC Control Group (which must equal, in the aggregate, at least all of the Equity Interests acquired by CCC on the date hereof) and at CCC’s option up to the then-outstanding principal amount of, plus accrued but unpaid interest on, the CCC Debt DPPO (any such amount owed under the CCC Debt DPPO specified in the Put Notice will be referred to herein as the “Debt Interests”), to the Purchaser for a purchase price (the “Put Price”) equal to (1) the principal amount of, plus accrued but unpaid interest on, the CCC Debt DPPO that VTR would be required to pay if VTR were prepaying the Debt Interests on the date of the Put Closing plus (2) the greater of (a) US$140,000,000 (the “Floor Price”), and (b) (i) if the Put Notice is received by the Purchaser before VTR has completed a Qualified IPO and the Put Closing occurs before the date VTR has completed a Qualified IPO, an amount equal to the Appraised Put Value determined in accordance with Section 3.2, or (ii) if VTR has completed a Qualified IPO on or prior to the date the Purchaser receives the Put Notice or if the Put Notice is received by the Purchaser before VTR has completed a Qualified IPO but the Put Closing occurs on or after the date VTR has completed a Qualified IPO, the Market Value determined in accordance with Section 3.3; provided, however, that CCC may elect in the Put Notice to have the Put Price determined solely by reference to the preceding clause (a), in which case the calculations that would otherwise be required under the preceding clause (b) will not be required. If a Put Notice is received by the Purchaser and unless CCC has elected in the Put Notice to have the Put Price determined solely by reference to such clause (a), the Appraised Put Value or the Market Value, as the case may be, must be determined in accordance with Section 3.2 or Section 3.3, respectively.
