Redemption Transactions. Following the Closing, for so long as Buyer, Xxxxxx X. Xxxxx and its or their controlled Affiliates, Principals and Family Group members collectively own ten percent (10%) or more of the outstanding shares of the Common Stock (counting for such purposes all Conversion Shares and Convertible IFMI LLC Units as outstanding shares of the Common Stock), the Company shall not redeem, recapitalize or repurchase any shares of capital stock of the Company, or rights, options or warrants to purchase shares of capital stock of the Company, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for capital stock of the Company (except with respect to the Conversion Shares) unless Buyer is given the right to participate in such redemption, recapitalization, or repurchase in a pro rata manner.
Redemption Transactions. Upon the exercise of the Redemption Option in accordance with Section 1.3, this Agreement shall constitute a binding agreement between CalSTRS and TPG to cause the Company to redeem the Redeemed Membership Interest on the terms and subject to the conditions set forth herein. Effective upon the Redemption Closing, (a) TPG shall cause the Company to pay CalSTRS the Redemption Payment Amount (as defined herein) in immediately available funds, (b) CalSTRS shall transfer and assign to the Company the Redeemed Membership Interest and all other rights, entitlements and incidents of ownership which CalSTRS has or may have in or against the Company, (c) CalSTRS shall withdraw as a member of the Company, (d) CalSTRS shall cause its Representatives to the Management Committee of the Company to resign, and (d) CalSTRS agrees that TPG may thereafter amend the Company Operating Agreement without any consent or approval by, or written instrument executed by, CalSTRS. The transactions described in this Section 1.5 are collectively referred to herein as the “Redemption Transactions.”
Redemption Transactions a. Minimum
Redemption Transactions. Use of Proceeds. Prior to the date hereof, ---------------------------------------- the Company has issued the Redemption Notes in exchange for certain shares of common stock in the Subsidiaries held by the Redeeming Stockholders pursuant to the contribution agreement substantially in the form of Exhibit E hereto (the --------- "Contribution Agreement" and each individually a "Contribution Agreement") in exchange for the Redemption Notes in the aggregate amount of $6,176,881 substantially in the form of Exhibit F hereto. The Company will use a portion of --------- the proceeds from the sale of the Convertible Preferred Stock at the Closing (as defined below) to prepay the principal amount of, and all accrued interest on the Redemption Notes. The Company will use $1,250,905 million of the proceeds to pay the outstanding principal amount of, and any accrued and unpaid interest of the promissory notes listed on Schedule 1.4. The remainder of the proceeds from the Closing will be used to fund the Company's working capital needs.
Redemption Transactions. 8 2.2 Contribution....................................................................................8
Redemption Transactions. Prior to the Closing Date, Contributor and Pilevsky Partners shall have effected the Redemption Transactions in accordance with the terms of the Redemption Agreements. Contributor and Contributor Parent covenant that they shall not amend, nor permit the amendment of any of the Redemption Agreements after the date hereof if such amendment shall materially adversely affect the interest of General Partner or Limited Partner hereunder, without the prior consent of the General Partner, which consent shall not be unreasonably withheld or delayed. Contributor Parent shall indemnify Limited Partner and General Partner from and against any loss, cost or liability of Limited Partner or General Partner under each Redemption Agreement, except for loss, cost or liability occasioned by Limited Partner's or General Partner's intentional default thereunder.
Redemption Transactions. The Company has redeemed an aggregate of 235.78 shares of Common Stock (the "REDEEMED SHARES") from the Shareholders for an aggregate consideration of $82,374,900.13 (and subject to adjustment on a post closing basis as herein provided) (the "AGGREGATE CLOSING DATE REDEMPTION PRICE"), $75,375,422.68 of the Aggregate Closing Date Redemption Price was paid to the Shareholders at Closing (and, in the case of the consideration paid in the form of the Excluded Assets (as herein defined), paid prior to closing), and $6,998,477.45 of such amount was deposited into the Escrow Account (as herein defined) for payment to the Shareholders or the Purchaser upon termination of the Escrow Account as provided in the Escrow Agreement (as herein defined). The number of shares of Common Stock redeemed from each Shareholder and the portion of the Aggregate Closing Date Redemption Price paid to each Shareholder and deposited into the Escrow Account with respect to each Shareholder is as set forth in the following table: Portion of Aggregate Closing Date Name Shares Redeemed Redemption Price ---- --------------- ---------------- T.W. Xxxxx 59.5542 $ 20,645,081.03 Bettx Xxxxx 59.5542 $ 20,645,081.03 Roy Xxxxx 38.9166 $ 13,694,912.69 Fred Xxxxx 38.9166 $ 13,694,912.69 Carl Xxxxx 38.9166 $ 13,694,912.69 Each Shareholder has delivered to the Company the certificates representing the Redeemed Shares held by it, duly endorsed to the Company.
