Redemption Option. (a) In the event (i) any Executive ceases to be employed by, or to serve as an officer, or director for, the Company or its Subsidiaries for any reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(f) hereof, or (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to paragraph 4(g) hereof (any such event being in respect of such Executive or Corporate Family Member, his or its “Termination”), all of the Redeemable Stock held by such Executive or, as the case may be, such Corporate Family Member (whether held by such Executive or Corporate Family Member or one or more of such Executive’s transferees) may be redeemed or purchased by the Company pursuant to the terms and conditions set forth in this paragraph 4 (the “Redemption Option”). For the avoidance of doubt, Class D Convertible Shares, Class I Convertible Shares and Ordinary Shares are not subject to redemption or purchase pursuant to this paragraph 4 or otherwise. (b) In the case of any Termination, the purchase price for each Class A1 Convertible Share, Class A2 Convertible Share, and Class A3 Convertible Share shall be such Executive’s Original Cost for such share. (c) The Company may elect to redeem or purchase all or any portion of an Executive’s Redeemable Stock by delivering written notice (the “Redemption Notice”) to the holder or holders of such Executive’s Redeemable Stock within 90 days after such Executive’s Termination (180 days in the case of such Executive’s Termination upon death or disability). The Redemption Notice shall set forth the number of shares of Redeemable Stock to be acquired from each holder of such Executive’s Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by the Company shall first be satisfied to the extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive’s Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive’s Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive’s Redeemable Stock (if any) pro rata according to the number of shares of such Executive’s Redeemable Stock to be purchased from such persons. (d) The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Redemption Notice, which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding the sellers’ good title to such shares free and clear of any liens or encumbrances). (e) In the event that the Company elects to exercise rights to redeem or purchase Redeemable Stock pursuant to this paragraph 4, the Company shall make all Redeemable Stock acquired pursuant to this paragraph 4 available for sale to any member of the Company’s management approved in accordance with the Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; provided that the obligations of the Company pursuant to this paragraph 4(e) shall be subject to the management member so identified purchasing the Class A1 Convertible Shares, Class A2 Convertible Shares, and Class A3 Convertible Shares at the same price, in the same manner and on the same terms on which the Company acquired the Redeemable Stock. (f) If any Corporate Family Member shall cease to be a Corporate Family Member of an Executive, it shall be required forthwith to notify the Company of the fact and the manner of such cessation and within 30 days thereafter to transfer all Executive Stock held by it to such Executive and/or his Family Members. (g) The Company shall be entitled at any time to require any Corporate Family Member to procure the certification to the Company of the persons owning the voting shares of such Corporate Family Member and of the manner in which appointments of its directors are controlled, and of the beneficial ownership of all shares of such Corporate Family Member entitled to all of the capital, dividend and other economic interests therein, and to require that such certification shall be supported by appropriate opinions and/or declarations of counsel and directors of such Corporate Family Member. (h) If any Corporate Family Member shall fail to comply with a requirement of the Company made hereunder to the reasonable satisfaction of the Company and within a period reasonably specified by the Company for compliance, the Company shall be entitled by 30 days notice in writing to such Corporate Family Member to declare that unless it shall have complied with such requirement to the Company’s reasonable satisfaction within the period of such notice, it shall thereupon cease to be a Corporate Family Member and sub-paragraph (h) of this paragraph 4 shall thereupon have effect.
Appears in 1 contract
Sources: Management Equity Agreement (Smurfit Kappa Acquisitions)
Redemption Option. (a) In the event (i) any Executive ceases to be employed by, or to serve as an officer, or director for, the Company or its Subsidiaries for any reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(f) hereof, or (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to paragraph 4(g) hereof (any such event being in respect of such Executive or Corporate Family Member, his or its “Termination”), all of the Redeemable Stock held by such Executive or, as the case may be, such Corporate Family Member (whether held by such Executive or Corporate Family Member or one or more of such Executive’s transferees) may be redeemed or purchased by the Company pursuant to the terms and conditions set forth in this paragraph 4 (the “Redemption Option”). For the avoidance of doubt, Class D Convertible Shares, Class I Convertible Shares and Ordinary Shares are not subject to redemption or purchase pursuant to this paragraph 4 or otherwise.
(b) In the case of any Termination, the purchase price for each Class A1 Convertible Share, Class A2 Convertible Share, and Class A3 Convertible Share shall be such Executive’s Original Cost for such share.
(c) The Company may elect to redeem or purchase all or any portion of an Executive’s Redeemable Stock by delivering written notice (the “Redemption Notice”) to the holder or holders of such Executive’s Redeemable Stock within 90 days after such Executive’s Termination (180 days in the case of such Executive’s Termination upon death or disability). The Redemption Notice shall set forth the number of shares of Redeemable Stock to be acquired from each holder of such Executive’s Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by the Company shall first be satisfied to the extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive’s Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive’s Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive’s Redeemable Stock (if any) pro rata according to the number of shares of such Executive’s Redeemable Stock to be purchased from such persons.
(d) The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Redemption Notice, which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding the sellers’ good title to such shares free and clear of any liens or encumbrances).
(e) In the event that audited financial statements from inception and pro forma financial information of XML in form and substance satisfactory to comply with Form 8-K under the Exchange Act are not delivered, to ICF's legal counsel on or before the Delivery Date, then ICF shall have the irrevocable right and option to repurchase and redeem from Shareholders at a purchase price of $.000001 per share, any or all Exchange Shares. ICF shall exercise this option, if at all, by delivering to Shareholders, any time after Delivery Date, the following:
A. Written notice of ICF's exercise of its Redemption Option;
B. Payment of the Redemption Price, in cash or certified funds; and
C. A certificate representing all of the shares of XML common stock previously owned by Shareholders and exchanged for the Exchange Shares pursuant to Section 2.1 of this Agreement.
(ii) The Company is hereby authorized by Shareholders to transfer record ownership of the Exchange Shares being held in escrow upon the exercise by ICF of the foregoing repurchase option. At the closing, Shareholders shall deliver executed Irrevocable Stock Powers to ICF to be held in escrow for subsequent use in effecting transfer of ownership of such shares upon the exercise of such option.
(iii) In the event the Company elects exercises its Redemption Option provided for in this Section 3.7(c), XML covenants and agrees that it shall be liable for the repayment to exercise rights ICF of any and all sums of money and the value of any and all property and services provided by ICF, or its affiliates, and received by XML, regardless of its form, description or characterization. Said obligation shall include, without limitation, the value of any and all equity investment, loans, tangible or intangible property, services whether provided directly or paid for by ICF and the like. The principal amount of such obligation shall be due and owing by XML to redeem or purchase Redeemable Stock ICF, together with interest calculated at the rate of twelve percent (12%) per annum accruing from the date of this Agreement. Said sums shall be due and payable sixty (60) days from the date the Exchange Shares are redeemed and, if not paid when due, the principal amount, together with all accrued and unpaid interest, shall accrue interest at a default rate of fifteen percent (15%) per annum and Shareholders shall, in addition to all other damages suffered by ICF, be liable for any collection costs incurred by ICF, including its reasonable attorneys' fees.
(iv) Notwithstanding the provisions of Section 3.7(c)(i), the Redemption Option granted to ICF pursuant to this paragraph 4Section 3.7(c) shall terminate and shall be null, void, and of no legal force and effect in the event audited financial statements and pro forma financial information of XML as provided for herein are delivered to ICF's legal counsel after the Delivery Date but before ICF exercises its Redemption Option. In such event, the Company Exchange Shares shall make all Redeemable Stock acquired be delivered by Escrow Agent to Shareholders pursuant to this paragraph 4 available for sale to any member the provisions of the Company’s management approved in accordance with the Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; provided that the obligations of the Company pursuant to this paragraph 4(eSection 3,7(b)(ii) shall be subject to the management member so identified purchasing the Class A1 Convertible Shares, Class A2 Convertible Shares, and Class A3 Convertible Shares at the same price, in the same manner and on the same terms on which the Company acquired the Redeemable Stockhereof.
(fv) If any Corporate Family Member shall cease to be a Corporate Family Member of an ExecutiveIn the event ICF exercises its Redemption Option granted herein, it said exercise shall be required forthwith deemed to notify likewise constitute the resignation by Shareholders from any position, office or directorship held by such Shareholders as well as the termination of any consultation or employment agreement between the Company of on the fact one hand and the manner Shareholders on the other. Upon exercise of such cessation Redemption Option, ICF, its affiliates, shareholders, officers and within 30 days thereafter to transfer all Executive Stock held by it to such Executive and/or his Family Members.
(g) The Company directors, shall be entitled at deemed released and forever discharged from any time debt, obligation or liability, whether accrued or executory, to require any Corporate Family Member to procure the certification to the Company of the persons owning the voting shares XML or Shareholders. Upon exercise of such Corporate Family Member Redemption Option, XML and of the manner in which appointments of its directors are controlledShareholders, jointly and of the beneficial ownership of all shares of such Corporate Family Member entitled severally, agree to all of the capitalindemnify and hold harmless ICF from any debt, dividend and claim, liability or other economic interests therein, and to require that such certification shall be supported obligation incurred by appropriate opinions and/or declarations of counsel and directors of such Corporate Family Member.
(h) If any Corporate Family Member shall fail to comply with a requirement of the Company made hereunder to the reasonable satisfaction of the Company and within a period reasonably specified by the Company for compliance, the Company shall be entitled by 30 days notice in writing to such Corporate Family Member to declare that unless it shall have complied with such requirement to the Company’s reasonable satisfaction within XML or Shareholders during the period of such notice, it shall thereupon cease to be time that XML was a Corporate Family Member and sub-paragraph (h) wholly owned subsidiary of this paragraph 4 shall thereupon have effectICF.
Appears in 1 contract
Sources: Reorganization Agreement (International Capital Funding Inc)
Redemption Option. (a) In the event (i) any Executive ceases to be employed by, or to serve as an officer, or director for, the Company or its Subsidiaries for any reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(f4(h) hereof, or (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to paragraph 4(g4(i) hereof (any such event being in respect of such Executive or Corporate Family Member, his or its “Termination”), all of the Redeemable Stock held by such Executive or, as the case may be, such Corporate Family Member (whether held by such Executive or Corporate Family Member or one or more of such Executive’s transferees) may be redeemed or purchased by the Company Company, the MDCP Co-Investors (in the case of redemptions or purchases of Redeemable Stock that are Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class D Convertible Shares, Class E Convertible Shares, Class F Convertible Shares, Class G Convertible Shares and Class A Ordinary Shares (the “MDCP Redeemable Stock”)) or the Kappa Investor (in the case of redemptions or purchases of Redeemable Stock that are Class H Convertible Shares, Class I Convertible Shares or Class B Ordinary Shares (the “Kappa Investor Redeemable Stock”)) pursuant to the terms and conditions set forth in this paragraph 4 (the “Redemption Option”). For the avoidance of doubt, Class D doubt (but without prejudice to rights to redeem or purchase Ordinary Shares issued or issuable upon conversion of Convertible Shares), Class I Convertible Shares and Ordinary Shares purchased directly from the Company (excluding for this purpose Ordinary Shares issued or issuable upon conversion of Convertible Shares) are not subject to redemption or purchase pursuant to this paragraph 4 or otherwise.
(b) In the case of any TerminationTermination other than a termination of an Executive’s employment for Cause, the purchase price for each Class A1 A Convertible Share, Class A2 B Convertible Share, Class C Convertible Share, Class E Convertible Share, Class F Convertible Share, Class G Convertible Share and Class A3 H Convertible Share shall be such Executive’s Original Cost for such share, and the purchase price for each Class D Convertible Share, Class I Convertible Share and Ordinary Share shall be the Fair Market Value for such share. In the event of an Executive’s termination for Cause, the purchase price for each Convertible Share and each Ordinary Share shall be the lower of (i) the Fair Market Value of such share and (ii) the Original Cost for such share.
(c) The Company may elect to redeem or purchase all or any portion of an Executive’s Redeemable Stock by delivering written notice (the “Redemption Notice”) to the holder or holders of such Executive’s Redeemable Stock within 90 days after such Executive’s Termination (180 days in the case of such Executive’s Termination upon death or disability). The Redemption Notice shall set forth the number of shares of Redeemable Stock to be acquired from each holder of such Executive’s Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by the Company shall first be satisfied to the extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive’s Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive’s Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive’s Redeemable Stock (if any) pro rata according to the number of shares of such Executive’s Redeemable Stock to be purchased from such persons.
(d) The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Redemption Notice, which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding the sellers’ good title to such shares free and clear of any liens or encumbrances).
(e) In the event that the Company elects to exercise rights to redeem or purchase Redeemable Stock pursuant to this paragraph 4, the Company shall make all Redeemable Stock acquired pursuant to this paragraph 4 available for sale to any member of the Company’s management approved in accordance with the Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; provided that the obligations of the Company pursuant to this paragraph 4(e) shall be subject to the management member so identified purchasing the Class A1 Convertible Shares, Class A2 Convertible Shares, and Class A3 Convertible Shares at the same price, in the same manner and on the same terms on which the Company acquired the Redeemable Stock.
(f) If any Corporate Family Member shall cease to be a Corporate Family Member of an Executive, it shall be required forthwith to notify the Company of the fact and the manner of such cessation and within 30 days thereafter to transfer all Executive Stock held by it to such Executive and/or his Family Members.
(g) The Company shall be entitled at any time to require any Corporate Family Member to procure the certification to the Company of the persons owning the voting shares of such Corporate Family Member and of the manner in which appointments of its directors are controlled, and of the beneficial ownership of all shares of such Corporate Family Member entitled to all of the capital, dividend and other economic interests therein, and to require that such certification shall be supported by appropriate opinions and/or declarations of counsel and directors of such Corporate Family Member.
(h) If any Corporate Family Member shall fail to comply with a requirement of the Company made hereunder to the reasonable satisfaction of the Company and within a period reasonably specified by the Company for compliance, the Company shall be entitled by 30 days notice in writing to such Corporate Family Member to declare that unless it shall have complied with such requirement to the Company’s reasonable satisfaction within the period of such notice, it shall thereupon cease to be a Corporate Family Member and sub-paragraph (h) of this paragraph 4 shall thereupon have effect.Redemption
Appears in 1 contract
Redemption Option. (a) In the event (i) any Executive ceases to be employed by, or to serve as an officer, or director for, the Company or its Subsidiaries for any reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(f) hereof, or (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to paragraph 4(g) hereof (any such event being in respect of such Executive or Corporate Family Member, his or its “Executive's "Termination”"), all of the Redeemable such Executive's Executive Stock held by such Executive or, as the case may be, such Corporate Family Member other than Ordinary Shares acquired pursuant to paragraph 1 hereof (whether held by such Executive or Corporate Family Member or one or more of such Executive’s 's transferees, "Redeemable Stock") may be redeemed or purchased by the Company and/or the Majority Investor pursuant to the terms and conditions set forth in this paragraph 4 (the “"Redemption Option”"). For the avoidance of doubt, Class D doubt (but without prejudice to rights to redeem or purchase Ordinary Shares issued or issuable upon conversion of Convertible Shares), Class I Convertible Shares and Ordinary Shares acquired pursuant to paragraph 1 hereof are not subject to redemption or purchase pursuant to this paragraph 4 or otherwise.
(b) In the case of any TerminationTermination other than a termination of an Executive's employment for Cause, the purchase price for each Class A1 A Convertible Share, Class A2 B Convertible Share, Share and Class A3 C Convertible Share shall be such Executive’s 's Original Cost for such share, and the purchase price for each Class D Convertible Share and Ordinary Share shall be the Fair Market Value for such share. In the event of an Executive's termination for Cause, the purchase price for each Convertible Share and each Ordinary Share shall be the lower of (i) the Fair Market Value of such share and (ii) the Original Cost for such share.
(c) The Company may elect to redeem or purchase all or any portion of an Executive’s 's Redeemable Stock by delivering written notice (the “"Redemption Notice”") to the holder or holders of such Executive’s 's Redeemable Stock within 90 days after such Executive’s 's Termination (180 days in the case of such Executive’s 's Termination upon death or disability). The Redemption Notice shall set forth the number of shares of Redeemable Stock to be acquired from each holder of such Executive’s 's Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by the Company shall first be satisfied to the extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive’s 's Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive’s 's Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive’s 's Redeemable Stock (if any) pro rata according to the number of shares of such Executive’s 's Redeemable Stock to be purchased from such persons.
(d) If for any reason following an Executive's Termination, the Company does not elect to purchase all of such Executive's Redeemable Stock pursuant to the Redemption Option, the Majority Investor shall be entitled to exercise the Redemption Option for the shares of Redeemable Stock the Company has not elected to purchase in accordance with paragraph 4(c) (the "Available Shares"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after such Executive's Termination, the Company shall give written notice (the "Redemption Option Notice") to the Majority Investor setting forth the number of Available Shares and the aggregate purchase price therefor. The Majority Investor may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days after the Redemption Option Notice has been given by the Company. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Redeemable Stock as to the number of shares being purchased from such holder hereunder by the Majority Investor (the "Supplemental Redemption Notice"). At the time the Company delivers the Supplemental Redemption Notice to the holder(s) of Redeemable Stock, the Company shall also deliver written notice to the Majority Investor setting forth the number of shares the Majority Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class D Convertible Shares and Ordinary Shares to be repurchased under paragraph 4(c) and this paragraph 4(d) shall be allocated among the Company and the Majority Investor pro rata according to the number of shares of Redeemable Stock to be purchased by each of them.
(e) The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Redemption NoticeNotice or Supplemental Redemption Notice (as the case may be), which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or the Investors shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding the sellers’ ' good title to such shares free and clear of any liens or encumbrances).
(ef) In the event that the Company or the Majority Investor elects to exercise rights to redeem or purchase Redeemable Stock pursuant to this paragraph 4, the Company or Majority Investor shall make all Redeemable Stock acquired pursuant to this paragraph 4 available for sale to any member of the Company’s 's management approved in accordance with the Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; provided that the obligations of the Company and the Majority Investor pursuant to this paragraph 4(e4(f) shall be subject to the management member so identified purchasing the Class A1 Convertible Shares, Class A2 Convertible Shares, and Class A3 Convertible Shares or Ordinary Shares at the same price, in the same manner and on the same terms on which the Company or the Majority Investor acquired the Redeemable Stock.
(f) If any Corporate Family Member shall cease to be a Corporate Family Member of an Executive, it shall be required forthwith to notify the Company of the fact and the manner of such cessation and within 30 days thereafter to transfer all Executive Stock held by it to such Executive and/or his Family Members.
(g) The Company shall be entitled at any time to require any Corporate Family Member to procure the certification to the Company of the persons owning the voting shares of such Corporate Family Member and of the manner in which appointments of its directors are controlled, and of the beneficial ownership of all shares of such Corporate Family Member entitled to all of the capital, dividend and other economic interests therein, and to require that such certification shall be supported by appropriate opinions and/or declarations of counsel and directors of such Corporate Family Member.
(h) If any Corporate Family Member shall fail to comply with a requirement of the Company made hereunder to the reasonable satisfaction right of the Company and within a period reasonably specified by the Company for compliance, the Company shall be entitled by 30 days notice in writing Majority Investor to such Corporate Family Member repurchase Class D Convertible Shares and Ordinary Shares pursuant to declare that unless it shall have complied with such requirement to the Company’s reasonable satisfaction within the period of such notice, it shall thereupon cease to be a Corporate Family Member and sub-paragraph (h) of this paragraph 4 shall thereupon have effectterminate upon the earlier of a Sale of the Company or a Listing.
Appears in 1 contract
Redemption Option. (a) In the event (i) any Executive ceases to be employed by, or to serve as an officer, or director for, the Company or its Subsidiaries for any reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(f) hereof, or (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to paragraph 4(g) hereof (any such event being in respect of such Executive or Corporate Family Member, his or its “Termination”Executive's "TERMINATION"), all of the Redeemable such Executive's Executive Stock held by such Executive or, as the case may be, such Corporate Family Member other than Ordinary Shares acquired pursuant to PARAGRAPH 1 hereof (whether held by such Executive or Corporate Family Member or one or more of such Executive’s 's transferees, "REDEEMABLE STOCK") may be redeemed or purchased by the Company and/or the MDCP Co-Investors pursuant to the terms and conditions set forth in this paragraph PARAGRAPH 4 (the “Redemption Option”"REDEMPTION OPTION"). For the avoidance of doubt, Class D doubt (but without prejudice to rights to redeem or purchase Ordinary Shares issued or issuable upon conversion of Convertible Shares), Class I Convertible Shares and Ordinary Shares acquired pursuant to PARAGRAPH 1 hereof are not subject to redemption or purchase pursuant to this paragraph PARAGRAPH 4 or otherwise.
(b) In the case of any TerminationTermination other than a termination of an Executive's employment for Cause, the purchase price for each Class A1 A Convertible Share, Class A2 B Convertible Share, Share and Class A3 C Convertible Share shall be such Executive’s 's Original Cost for such share, and the purchase price for each Class D Convertible Share and Ordinary Share shall be the Fair Market Value for such share. In the event of an Executive's termination for Cause, the purchase price for each Convertible Share and each Ordinary Share shall be the lower of (i) the Fair Market Value of such share and (ii) the Original Cost for such share.
(c) The Company may elect to redeem or purchase all or any portion of an Executive’s 's Redeemable Stock by delivering written notice (the “Redemption Notice”"REDEMPTION NOTICE") to the holder or holders of such Executive’s 's Redeemable Stock within 90 days after such Executive’s 's Termination (180 days in the case of such Executive’s 's Termination upon death or disability). The Redemption Notice shall set forth the number of shares of Redeemable Stock to be acquired from each holder of such Executive’s 's Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by the Company shall first be satisfied to the extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive’s 's Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive’s 's Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive’s 's Redeemable Stock (if any) pro rata according to the number of shares of such Executive’s 's Redeemable Stock to be purchased from such persons.
(d) If for any reason following an Executive's Termination, the Company does not elect to purchase all of such Executive's Redeemable Stock pursuant to the Redemption Option, the MDCP Co-Investors shall be entitled to exercise the Redemption Option for the shares of Redeemable Stock the Company has not elected to purchase in accordance with PARAGRAPH 4(c) (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after such Executive's Termination, the Company shall give written notice (the "REDEMPTION OPTION NOTICE") to the MDCP Co-Investors setting forth the number of Available Shares and the aggregate purchase price therefor. The MDCP Co-Investors may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days after the Redemption Option Notice has been given by the Company. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Redeemable Stock as to the number of shares being purchased from such holder hereunder by the MDCP Co-Investors (the "SUPPLEMENTAL REDEMPTION NOTICE"). At the time the Company delivers the Supplemental Redemption Notice to the holder(s) of Redeemable Stock, the Company shall also deliver written notice to the MDCP Co-Investors setting forth the number of shares the MDCP Co-Investors are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class D Convertible Shares and Ordinary Shares to be repurchased under PARAGRAPH 4(c) and this PARAGRAPH 4(d) shall be allocated among the Company and the MDCP Co-Investors pro rata according to the number of shares of Redeemable Stock to be purchased by each of them.
(e) The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Redemption NoticeNotice or Supplemental Redemption Notice (as the case may be), which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or the Investors shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding the sellers’ ' good title to such shares free and clear of any liens or encumbrances).
(ef) In the event that the Company elects or the MDCP Co-Investors elect to exercise rights to redeem or purchase Redeemable Stock pursuant to this paragraph PARAGRAPH 4, the Company or MDCP Co-Investors shall make all Redeemable Stock acquired pursuant to this paragraph PARAGRAPH 4 available for sale to any member of the Company’s 's management approved in accordance with the Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; provided PROVIDED that the obligations of the Company and the MDCP Co-Investors pursuant to this paragraph 4(ePARAGRAPH 4(f) shall be subject to the management member so identified purchasing the Class A1 Convertible Shares, Class A2 Convertible Shares, and Class A3 Convertible Shares or Ordinary Shares at the same price, in the same manner and on the same terms on which the Company or the MDCP Co-Investors acquired the Redeemable Stock.
(f) If any Corporate Family Member shall cease to be a Corporate Family Member of an Executive, it shall be required forthwith to notify the Company of the fact and the manner of such cessation and within 30 days thereafter to transfer all Executive Stock held by it to such Executive and/or his Family Members.
(g) The Company shall be entitled at any time to require any Corporate Family Member to procure the certification to the Company of the persons owning the voting shares of such Corporate Family Member and of the manner in which appointments of its directors are controlled, and of the beneficial ownership of all shares of such Corporate Family Member entitled to all of the capital, dividend and other economic interests therein, and to require that such certification shall be supported by appropriate opinions and/or declarations of counsel and directors of such Corporate Family Member.
(h) If any Corporate Family Member shall fail to comply with a requirement of the Company made hereunder to the reasonable satisfaction right of the Company and within the MDCP Co-Investors to repurchase Class D Convertible Shares and Ordinary Shares pursuant to this PARAGRAPH 4 shall terminate upon the earlier of a period reasonably specified by Sale of the Company for compliance, the Company shall be entitled by 30 days notice in writing to such Corporate Family Member to declare that unless it shall have complied with such requirement to the Company’s reasonable satisfaction within the period of such notice, it shall thereupon cease to be or a Corporate Family Member and sub-paragraph (h) of this paragraph 4 shall thereupon have effectListing.
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Redemption Option. (a) In the event (i) any Executive ceases to be employed by, or to serve as an officer, or director for, the Company or its Subsidiaries for any reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(f4(g) hereofhereof or, or (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to paragraph 4(gClause 4(h) hereof (any such event being in respect of such Executive or Corporate Family Member, his or its “"Termination”"), all of the Redeemable Executive Stock held by such Executive or, as the case may be, such Corporate Family Member Member, other than Ordinary Shares acquired pursuant to paragraph 1 hereof, (whether held by such Executive or Corporate Family Member or one or more of such Executive’s 's transferees, "Redeemable Stock") may be redeemed or purchased by the Company and/or the MDCP Co-Investors pursuant to the terms and conditions set forth in this paragraph 4 (the “"Redemption Option”"). For the avoidance of doubt, Class D Convertible Shares, Class I Convertible Shares and doubt (but without prejudice to rights to redeem or purchase Ordinary Shares issued or issuable upon conversion of convertible shares), Ordinary Shares acquired pursuant to paragraph 1 hereof are not subject to redemption or purchase pursuant to this paragraph 4 or otherwise."
(b) In the case of any TerminationTermination other than a termination of an Executive's employment for Cause, the purchase price for each Class A1 A Convertible Share, Class A2 B Convertible Share, Share and Class A3 C Convertible Share shall be such Executive’s 's Original Cost for such share, and the purchase price for each Class D Convertible Share and Ordinary Share shall be the Fair Market Value for such share. In the event of an Executive's termination for Cause, the purchase price for each Convertible Share and each Ordinary Share shall be the lower of (i) the Fair Market Value of such share and (ii) the Original Cost for such share.
(c) The Company may elect to redeem or purchase all or any portion of an Executive’s 's Redeemable Stock by delivering written notice (the “"Redemption Notice”") to the holder or holders of such Executive’s 's Redeemable Stock within 90 days after such Executive’s 's Termination (180 days in the case of such Executive’s 's Termination upon death or disability). The Redemption Notice shall set forth the number of shares of Redeemable Stock to be acquired from each holder of such Executive’s 's Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by the Company shall first be satisfied to the extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive’s 's Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive’s 's Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive’s 's Redeemable Stock (if any) pro rata according to the number of shares of such Executive’s 's Redeemable Stock to be purchased from such persons.
(d) If for any reason following an Executive's Termination, the Company does not elect to purchase all of such Executive's Redeemable Stock pursuant to the Redemption Option, the MDCP Co-Investors shall be entitled to exercise the Redemption Option for the shares of Redeemable Stock the Company has not elected to purchase in accordance with paragraph 4(c) (the "Available Shares"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after such Executive's Termination, the Company shall give written notice (the "Redemption Option Notice") to the MDCP Co-Investors setting forth the number of Available Shares and the aggregate purchase price therefor. The MDCP Co-Investors may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days after the Redemption Option Notice has been given by the Company. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Redeemable Stock as to the number of shares being purchased from such holder hereunder by the MDCP Co-Investors (the "Supplemental Redemption Notice"). At the time the Company delivers the Supplemental Redemption Notice to the holder(s) of Redeemable Stock, the Company shall also deliver written notice to the MDCP Co-Investors setting forth the number of shares the MDCP Co-Investors are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class D Convertible Shares and Ordinary Shares to be repurchased under paragraph 4(c) and this paragraph 4(d) shall be allocated among the Company and the MDCP Co-Investors pro rata according to the number of shares of Redeemable Stock to be purchased by each of them.
(e) The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Redemption NoticeNotice or Supplemental Redemption Notice (as the case may be), which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or the Investors shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding the sellers’ ' good title to such shares free and clear of any liens or encumbrances).
(ef) In the event that the Company elects or the MDCP Co-Investors elect to exercise rights to redeem or purchase Redeemable Stock pursuant to this paragraph 4, the Company or MDCP Co-Investors shall make all Redeemable Stock acquired pursuant to this paragraph 4 available for sale to any member of the Company’s 's management approved in accordance with the Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; provided that the obligations of the Company and the MDCP Co-Investors pursuant to this paragraph 4(e4(f) shall be subject to the management member so identified purchasing the Class A1 Convertible Shares, Class A2 Convertible Shares, and Class A3 Convertible Shares or Ordinary Shares at the same price, in the same manner and on the same terms on which the Company or the MDCP Co-Investors acquired the Redeemable Stock.
(fg) The right of the Company and the MDCP Co-Investors to repurchase Class D Convertible Shares and Ordinary Shares pursuant to this paragraph 4 shall terminate upon the earlier of a Sale of the Company or a Listing.
(h) If any Corporate Family Member shall cease to be a Corporate Family Member of an Executive, it shall be required forthwith to notify the Company of the fact and the manner of such cessation and within 30 days thereafter to transfer all Executive Stock held by it to such Executive and/or his Family Members.
(gi) The Company shall be entitled at any time to require any Corporate Family Member to procure the certification to the Company of the persons owning the voting shares of such Corporate Family Member and of the manner in which appointments of its directors are controlled, and of the beneficial ownership of all shares of such Corporate Family Member entitled to all of the capital, dividend and other economic interests therein, and to require that such certification shall be supported by appropriate opinions and/or declarations of counsel and directors of such Corporate Family Member.
(hj) If any Corporate Family Member shall fail to comply with a requirement of the Company made hereunder to the reasonable satisfaction of the Company and within a period reasonably specified by the Company for compliance, the Company shall be entitled by 30 days notice in writing to such Corporate Family Member to declare that unless it shall have complied with such requirement to the Company’s 's reasonable satisfaction within the period of such notice, it shall thereupon cease to be a Corporate Family Member and sub-paragraph (h) of this paragraph 4 shall thereupon have effect.
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Redemption Option. (a) In the event (i) any Executive ceases to be employed by, or to serve as an officer, or director for, the Company or its Subsidiaries for any reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(f4(g) hereofhereof or, or (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to paragraph 4(gClause 4(h) hereof (any such event being in respect of such Executive or Corporate Family Member, his or its “"Termination”"), all of the Redeemable Executive Stock held by such Executive or, as the case may be, such Corporate Family Member Member, other than Ordinary Shares acquired pursuant to paragraph 1 hereof, (whether held by such Executive or Corporate Family Member or one or more of such Executive’s 's transferees, "Redeemable Stock") may be redeemed or purchased by the Company and/or the MDCP Co-Investors pursuant to the terms and conditions set forth in this paragraph 4 (the “"Redemption Option”"). For the avoidance of doubt, Class D Convertible Shares, Class I Convertible Shares and doubt (but without prejudice to rights to redeem or purchase Ordinary Shares issued or issuable upon conversion of convertible shares), Ordinary Shares acquired pursuant to paragraph 1 hereof are not subject to redemption or purchase pursuant to this paragraph 4 or otherwise.
(b) In the case of any TerminationTermination other than a termination of an Executive's employment for Cause, the purchase price for each Class A1 A Convertible Share, Class A2 B Convertible Share, Share and Class A3 C Convertible Share shall be such Executive’s 's Original Cost for such share, and the purchase price for each Class D Convertible Share and Ordinary Share shall be the Fair Market Value for such share. In the event of an Executive's termination for Cause, the purchase price for each Convertible Share and each Ordinary Share shall be the lower of (i) the Fair Market Value of such share and (ii) the Original Cost for such share.
(c) The Company may elect to redeem or purchase all or any portion of an Executive’s 's Redeemable Stock by delivering written notice (the “"Redemption Notice”") to the holder or holders of such Executive’s 's Redeemable Stock within 90 days after such Executive’s 's Termination (180 days in the case of such Executive’s 's Termination upon death or disability). The Redemption Notice shall set forth the number of shares of Redeemable Stock to be acquired from each holder of such Executive’s 's Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by the Company shall first be satisfied to the extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive’s 's Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive’s 's Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive’s 's Redeemable Stock (if any) pro rata according to the number of shares of such Executive’s 's Redeemable Stock to be purchased from such persons.
(d) If for any reason following an Executive's Termination, the Company does not elect to purchase all of such Executive's Redeemable Stock pursuant to the Redemption Option, the MDCP Co-Investors shall be entitled to exercise the Redemption Option for the shares of Redeemable Stock the Company has not elected to purchase in accordance with paragraph 4(c) (the "Available Shares"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after such Executive's Termination, the Company shall give written notice (the "Redemption Option Notice") to the MDCP Co-Investors setting forth the number of Available Shares and the aggregate purchase price therefor. The MDCP Co-Investors may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days after the Redemption Option Notice has been given by the Company. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Redeemable Stock as to the number of shares being purchased from such holder hereunder by the MDCP Co-Investors (the "Supplemental Redemption Notice"). At the time the Company delivers the Supplemental Redemption Notice to the holder(s) of Redeemable Stock, the Company shall also deliver written notice to the MDCP Co-Investors setting forth the number of shares the MDCP Co-Investors are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class D Convertible Shares and Ordinary Shares to be repurchased under paragraph 4(c) and this paragraph 4(d) shall be allocated among the Company and the MDCP Co-Investors pro rata according to the number of shares of Redeemable Stock to be purchased by each of them.
(e) The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Redemption NoticeNotice or Supplemental Redemption Notice (as the case may be), which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or the Investors shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding the sellers’ ' good title to such shares free and clear of any liens or encumbrances).
(ef) In the event that the Company elects or the MDCP Co-Investors elect to exercise rights to redeem or purchase Redeemable Stock pursuant to this paragraph 4, the Company or MDCP Co-Investors shall make all Redeemable Stock acquired pursuant to this paragraph 4 available for sale to any member of the Company’s 's management approved in accordance with the Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; provided that the obligations of the Company and the MDCP Co-Investors pursuant to this paragraph 4(e4(f) shall be subject to the management member so identified purchasing the Class A1 Convertible Shares, Class A2 Convertible Shares, and Class A3 Convertible Shares or Ordinary Shares at the same price, in the same manner and on the same terms on which the Company or the MDCP Co-Investors acquired the Redeemable Stock.
(fg) The right of the Company and the MDCP Co-Investors to repurchase Class D Convertible Shares and Ordinary Shares pursuant to this paragraph 4 shall terminate upon the earlier of a Sale of the Company or a Listing.
(h) If any Corporate Family Member shall cease to be a Corporate Family Member of an Executive, it shall be required forthwith to notify the Company of the fact and the manner of such cessation and within 30 days thereafter to transfer all Executive Stock held by it to such Executive and/or his Family Members.
(gi) The Company shall be entitled at any time to require any Corporate Family Member to procure the certification to the Company of the persons owning the voting shares of such Corporate Family Member and of the manner in which appointments of its directors are controlled, and of the beneficial ownership of all shares of such Corporate Family Member entitled to all of the capital, dividend and other economic interests therein, and to require that such certification shall be supported by appropriate opinions and/or declarations of counsel and directors of such Corporate Family Member.
(hj) If any Corporate Family Member shall fail to comply with a requirement of the Company made hereunder to the reasonable satisfaction of the Company and within a period reasonably specified by the Company for compliance, the Company shall be entitled by 30 days notice in writing to such Corporate Family Member to declare that unless it shall have complied with such requirement to the Company’s 's reasonable satisfaction within the period of such notice, it shall thereupon cease to be a Corporate Family Member and sub-paragraph (h) of this paragraph 4 shall thereupon have effect.
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