Common use of The IPO Clause in Contracts

The IPO. 6.1 It is the intention of UPC and the Company that the IPO is consummated on or prior to October 1, 2001, and that UPC and the Company will use their reasonable endeavours to effect the IPO. The Shareholders shall have no remedy or claim against UPC or the Company (or against any of UPC's or the Company's supervisory directors, managing directors, officers, employees or agents) of any kind whatsoever if such IPO is not effected on or prior to October 1, 2001 other than the exercise of their UPC Stock Purchase Option as set out in Article 7 below (and except for remedies which may be available to the Shareholders in the case of a willful breach of contract under this Agreement or in case of gross negligence or willful misconduct). The Shareholder hereby irrevocably and unconditionally waives any such right or claim against UPC or the Company (or UPC's or the Company's supervisory directors, managing directors, officers, employees or agents) for UPC's or the Company's failure to consummate the IPO, except as set forth above. 6.2 If and when an IPO is effected and it is determined by UPC and the Company together with the Sponsor that existing shares in the Company will be offered for sale as part of such IPO: (a) the Shareholder shall have the right to offer, on the same terms as those agreed pursuant to a shareholders' vote at a General Meeting, all the Company Shares or, in case the IPO only concerns a portion of the then existing ordinary shares in the Company, excluding the Escrow Shares (as defined in the Escrow Agreement), the Shareholder shall be entitled to include in the IPO such portion of the Company Shares pro rata with the portion of existing ordinary shares in the Company which is offered for sale through the IPO, subject always to the provisions of Article 6.3; and (b) the Shareholder shall do all things required or appropriate to effect the IPO in accordance with the relevant resolutions made at the General Meeting and in accordance with the rules of the Stock Exchange and/or other stock exchange at which the ordinary shares in the Company will be listed. 6.3 If in the judgement of the Sponsor, in consultation with the management board of the Company, the total number of shares of the Company proposed to be offered in the IPO exceeds that which could be sold in then current market conditions without an adverse effect on the pricing of such shares, then the Sponsor shall limit the total number of existing shares to be included in the IPO. All reductions of existing shares to be offered in the IPO shall be made on a pro rata basis among all selling shareholders. 6.4 If the IPO is effected, the Shareholder shall not sell any Company Shares which remain owned by him/her for the longer of (i) six months after the consummation of the IPO, without the consent of the Company which shall not be unreasonably withheld or (ii) for such period as may be required by the relevant stock exchange. 6.5 The net proceeds of the IPO for shares sold by the Company may be used by the Company to (a) fund the Business Plan (as the same may hereafter be amended from time to time) and/or (b) repay shareholder loans then outstanding (provided that such use of proceeds is acceptable to the Sponsor of such use of proceeds) or (c) to the extent such proceeds are not used in accordance with (a) or (b) and to the extent required by indentures entered into by UPC or affiliates of UPC, grant inter-company loans to UPC or such affiliate. 6.6 In the event of an IPO of the same class of securities as the Company Shares, the Company will list such securities on the relevant stock exchange. In the event the Company decides to list only a separate class of ordinary shares in the Company other than the Company Shares, the Shareholder shall have the right to convert his Company Shares into the listed class of ordinary shares at any time, so that he or she may trade the shares at the relevant stock exchange.