Material Event Offer Clause Samples

Material Event Offer. Upon any (i) bankruptcy, liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any Event of Default with respect to the Company under clause (f) of the definition thereof, (ii) bankruptcy, liquidation, dissolution or winding up of any Holding Company, the Borrower or any Material Subsidiary, whether voluntary or involuntary, or any Event of Default with respect to any Holding Company, the Borrower or any Material Subsidiary of the Company under clause (f) of the definition thereof, (iii) Change of Control, (iv) Qualified IPO, (v) Preferred Stock Payment Event of Default, (vi) Material Indebtedness Payment Event of Default or (vii) Material Indebtedness Acceleration (any event in any case of (i)-(vii), a “Material Event”), the Company shall make an irrevocable and unconditional offer (the “Material Event Offer”) to each Holder to redeem, to the extent permitted by Law, all of such Holder’s shares of the Series A Preferred Stock (such redemption, a “Material Event Redemption”) on the applicable redemption date determined pursuant to Section 7(c)(i)(C) (the “Material Event Redemption Date”), for cash to the extent permitted by Law, at a price per share equal to the applicable Redemption Price and each such Holder shall have the right to accept such offer with respect to all or any portion of the shares of the Series A Preferred Stock held by such Holder. If, on the Material Event Redemption Date, the Company is not so permitted by Law to redeem all of the outstanding shares of the Series A Preferred Stock held by Holders that have elected to have their shares redeemed, then, the Company shall redeem such shares to the fullest extent so permitted on a pro rata basis among the Holders in proportion to the Liquidation Preference of the shares of the Series A Preferred Stock then held by the Holders or, if the shares of the Series A Preferred Stock are held in book-entry form through DTC, in accordance with the procedures of DTC. Any shares of the Series A Preferred Stock that are not redeemed pursuant to the immediately preceding sentence shall remain outstanding and entitled to all of the powers, designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions of the shares of the Series A Preferred Stock set forth herein, including the right to continue to accumulate and receive Dividends as set forth in Section 5 and, under such circumstances, the rede...