The Repurchase Option. Upon the termination of Executive's employment with the Company and/or its Subsidiaries for any reason other than (i) any termination of the Executive in connection with a Capital Event or (ii) upon the Executive's death or being Permanently disabled (as defined in the Employment Agreement) (a "Repurchase Event"), the Common Units then in existence held by Executive or one or more of Executive's transferees will be subject to a repurchase option held by the Company pursuant to the terms and conditions set forth in this Section 3 (the "Repurchase Option") at a price set forth in this Section 3 (the "Repurchase Price").
The Repurchase Option. Upon (i) the termination of Executive's employment with the Company and its Subsidiaries for any reason other than a termination by the Company without Cause, or (ii) if Executive's employment is terminated by the Company without Cause, upon Executive's commission of a Vesting Termination Breach (the occurrence of either (i) or (ii), a "Repurchase Event"), the Unvested Securities then in existence (whether held by an Executive Purchaser or one or more of the Executive Purchasers' transferees) will be subject to repurchase by the Company at the Company's election pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). In the event that the Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is subject to the dispute resolution provisions set forth in paragraph 6, the closing of the repurchase under this paragraph 3 shall not occur unless and until it is ultimately determined that Executive committed a Vesting Termination Breach; provided that during the pendency of such proceeding, the Executive Securities specified in the Repurchase Notice (as defined below) shall not be transferred by any holder thereof to any Person.
The Repurchase Option. In the event Executive ceases to be --------------------- employed by the Company and its Subsidiaries for any reason (the "Termination"), ----------- the Executive Stock then in existence (whether held by Executive or one or more of Executive's transferees) will be subject to repurchase by the Company pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). "Executive Stock" means the Class B Common and Class C ----------------- --------------- Common issued to Executive hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), the Class A Common purchased by Executive under the Stock Purchase Agreement, any other shares of Common Stock or other Company securities acquired by Executive at any time that this Agreement is in effect, and any securities issued directly or indirectly with respect to the aforementioned securities (including in connection with any stock dividend, merger, combination, reorganization or recapitalization), provided -------- that shares of Executive Stock shall cease to be Executive Stock when they have been transferred (including to the Company and/or its assignees by virtue of this Repurchase Option) in compliance with this Agreement, the Stock Purchase Agreement and the Stockholders Agreement to any Person other than a Permitted Transferee (as defined in the Stockholders Agreement). "Vested Executive Stock" ---------------------- means all Executive Stock other than Unvested Shares.
The Repurchase Option. In the event that the Purchaser voluntarily or involuntarily ceases to be a director of and also ceases to be a consultant to the Company, the Company shall have the option under this Section 2 (the "Repurchase Option"), but not the obligation, to repurchase all, but not a portion of, the Shares then subject to the Repurchase Option purchased by the Purchaser pursuant to this Agreement from the Purchaser, or from the Purchaser's estate or personal representative, and from each transferee to whom the Purchaser has transferred any of the Shares (the "Transferees"), as the case may be.
The Repurchase Option. The LLC will be entitled to repurchase at the LLC's election pursuant to the terms and conditions set forth in this Section 3 (the "Repurchase Option"), (i) upon (x) the termination of Executive's employment with the Corporation and its Subsidiaries for any reason other than a termination by the Corporation without Cause or by the Executive for Good Reason, or (y) if Executive's employment is terminated by the Corporation without Cause or by the Executive for Good Reason, upon Executive's commission of a Vesting Termination Breach, all the Executive Securities then in existence (whether held by Executive or one or more of the other Executive Purchasers) and/or (ii) in the event of a termination without Cause or for Good Reason and prior to commission of a Vesting Termination Breach, such of the Unvested Securities as are not subject to continued vesting pursuant to Section 2(a) (any such circumstance permitting repurchase, a "Repurchase Event"). In the event that the LLC or the Corporation has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is subject to the dispute resolution provisions set forth in Section 6, the closing of the repurchase of Executive Securities permitted to be repurchased only upon such breach under this Section 3 shall not occur unless and until it is ultimately determined that Executive committed a Vesting Termination Breach; provided that during the pendency of such proceeding, such Executive Securities specified in the Repurchase Notice (as defined below) shall not be transferred by any holder thereof to any other Person.
The Repurchase Option. Upon (i) the termination of Executive's employment with the Company and its Subsidiaries for any reason other than a termination by the Company without Cause, or (ii) if Executive's employment is terminated by the Company without Cause, upon Executive's commission of a Vesting Termination Breach (the occurrence of either (i) or (ii), a "Repurchase Event"), the Executive Securities then in existence (whether held by an Executive Purchaser or one or more of the Executive Purchasers' transferees) will be subject to repurchase by the LLC at the LLC's election pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). In the event that the LLC or the Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is subject to the dispute resolution provisions set forth in paragraph 6, the closing of the repurchase under this paragraph 3 shall not occur unless and until it is ultimately determined that Executive
The Repurchase Option. Upon the termination of Executive's employment with the Company and its Subsidiaries for any reason (a "Repurchase Event"), the Executive Securities then in existence (whether held by Executive or one or more of Executive's transferees) will be subject to repurchase by the LLC at the LLC's election pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option").
The Repurchase Option. Pursuant to the Shareholders Agreement, the Investors shall have the right (but not obligation) to require the Initial Shareholders (one or more) to purchase all of the shares of PanPass Information held by the Investors at the Repurchase Price if any one of the events stipulated in the Shareholders Agreement occurs. For further details, please refer to the section headed “Shareholders’ Right – (3) Repurchase Option” below in this announcement. LISTING RULES IMPLICATIONS The Subscription As the percentage of shareholding of Beijing HC Technology in PanPass Information will be reduced from 80.25% to 64.20% after the Completion, the Subscription will constitute a deemed disposal of equity interest in PanPass Information under Rule 14.29 of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the entering into of the Share Subscription Agreement and the Subscription is more than 5% but less than 25%, the entering into of the Share Subscription Agreement and the Subscription constitutes a disclosable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements, but exempt from the circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.
The Repurchase Option. The exercise right of the Repurchase Option is vested with the Investors. The Repurchase Option will be treated as if exercised at the time of its grant pursuant to Rule 14.74(1) of the Listing Rules. Given that the maximum consideration payable for the shares of PanPass Information held by the Investors is expected to be approximately RMB121,961,170.45 in accordance with the formula set out for the Repurchase Option, the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Repurchase Option thereunder is more than 5% but less than 25%. Therefore, the grant of the Repurchase Option constitutes a disclosable transaction for the Company and is subject to the reporting and announcement requirements, but exempt from the circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.
The Repurchase Option. Pursuant to the Shareholders Agreement, the Group will undertake the shares repurchase obligations. After the Subscription, PanPass Information will continue to be a subsidiary of the Group and the Group will continue to control and lead the development of PanPass Information. The Investors will provide support for the future development of PanPass Information, and assist PanPass Information to develop in the capital market, which will generate greater return for the Group in the future. Considering: (i) the maximum Repurchase Price of approximately RMB121,961,170.45 based on the formula as stipulated in the Shareholders Agreement and the amount of Total Capital Contribution; and (ii) the benefits of the Subscription and the Investors brought to PanPass Information as illustrated above, the Directors are of the view that the risk associated with the Repurchase Option is within its capacity and such risk is fair and reasonable in light of the potential benefits and the future development opportunities. Having considered the above, the Directors (including the independent non-executive Directors) consider that the Agreements and the transactions contemplated thereunder (including the Subscription and the Repurchase Option) were entered into on normal commercial terms in the ordinary and usual course of business of the Company after arm’s length negotiations, and that the terms of the Agreements and the transactions contemplated thereunder (including the Subscription and the Repurchase Option) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
