Unsuitability. (A) If, at any time any Gaming Problem in Vietnam exists for the Company as a result of issues relating to the Majority Party, the following provisions shall apply: (1) For as long a period as the Vietnam Gaming Authority will permit (the “Majority Party Cure Period”), the Majority Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to the Gaming Problem. During such period, the Minority Party shall not partake in any discussions or negotiations with the regulator in question without the Majority Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Minority Party is so required to partake in discussions or negotiations with such regulator, the Minority Party shall give the Majority Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the applicable regulator in question for the Majority Party to jointly participate in such discussions or negotiations). (2) During the Majority Party Cure Period, and for as long a period as the Vietnam Gaming Authority will permit (not to exceed six (6) months after the expiration of the Majority Party Cure Period, unless the Majority Party and the Minority Party mutually agree on a longer period) (the “Majority Party Sale Period”), the Majority Party shall be permitted to sell to an unaffiliated third party its Securities (including in a sale to a third party of all of the outstanding Equity Securities in the Company), in each case subject to the Minority Party’s right of first negotiation under Section 3.5 and such six (6) month period after the expiration of the Majority Party Cure Period shall not commence until the Minority Party’s right of first negotiation shall have expired. (3) During the Majority Party Cure Period and the Majority Party Sale Period, the Majority Party will use its commercially reasonable efforts to take such action as is reasonably necessary and permitted by the Vietnam Gaming Authority in order to seek to preserve the value of the Company, including, as determined in the Majority Party’s sole discretion and to the extent not otherwise required by the Vietnam Gaming Authority, Transferring its Securities to a Divestiture Trust. Following one hundred and eighty (180) days after the termination of the Majority Party Cure Period, the Minority Party or the Company may direct the Majority Party to transfer its Securities to a Divestiture Trust. (4) Following the expiration of the Majority Party Sale Period, the Minority Party shall be provided with as long a period as the Vietnam Gaming Authority will permit (not to exceed six (6) months after the expiration of the Majority Party Sale Period, unless the Majority Party and the Minority Party mutually agree on a longer period) (the “Minority Party Sale Period”) in which to sell to an unaffiliated third party its Securities, subject to the Majority Party’s right of first negotiation under Section 3.5 and such six (6) month period after the expiration of the Majority Party Sale Period shall not commence until the Majority Party’s right of first negotiation under Section 3.5 shall have expired. (5) Following the expiration of the Minority Party Sale Period, if a sale of the Minority Party’s Securities has not been effected (or a definitive agreement with respect thereto has not been executed), or at such earlier time if the Vietnam Gaming Authority so requires, the Minority Party shall have the right, exercisable over a period of ninety (90) days following the expiration of the Minority Party Sale Period (which ninety (90) day period shall commence on the earlier of (x) the next Business Day following a period of six (6) months from the commencement of the Minority Party Sale Period, or (y) the date on which written notice from the Company or HTPCL, as applicable, to the Minority Party is received to the effect that the Vietnam Gaming Authority has not permitted the Minority Party Sale Period to run a full six (6) months or the Vietnam Gaming Authority requires the period for the Minority Party’s right to require the Company to purchase its Securities to commence earlier), to require the Company to purchase all, but not less than all, of its Securities, unless prior to the expiration of such ninety (90) day period the Majority Party transfers its Securities to such a Divestiture Trust, in which case (I) such ninety (90) day period shall be tolled, and (II) the Minority Party shall not have a right to require the Company to purchase all of the Minority Party’s Securities, in each such case of clauses (I) and (II), so long as the Majority Party’s Securities are held by such a Divestiture Trust and the Vietnam Gaming Authority permits the continuation of such holding by the Divestiture Trust. If the Minority Party exercises such right, the Company shall repurchase such Securities at an aggregate purchase price equal to the amount initially allocated thereto as of the date of the Minority Party’s purchase of such Securities (the “Purchase Price”). The form of consideration to be paid by the Company may, in the Company’s sole discretion, be either cash or one or more promissory notes issued to the Minority Party by the Company (A) in an aggregate principal amount equal to the Purchase Price, (B) bearing no interest, (C) having a term of thirty-six (36) months, and (D) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Minority Party, in such Securities. (B) If, at any time any Gaming Problem in the United States of America exists for the Majority Party or the Minority Party, as applicable (such party with such Gaming Problem, the “Affected Party”, and the other party which is not the Affected Party, the “Non-Affected Party”) as a result of issues relating to the Company, the following provisions shall apply: (1) For as long a period as the relevant U.S. Gaming Authority will permit (the “Affected Party U.S. Cure Period”), the Company must use reasonable best efforts to cure all regulatory concerns giving rise to the Gaming Problem. During such period, the Company shall not partake in any discussions or negotiations with the applicable regulator in question without the Affected Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Company is so required to partake in discussions or negotiations with such regulator, the Company shall give the Affected Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Affected Party to jointly participate in such discussions or negotiations). (2) During the Affected Party U.S. Cure Period, and for as long a period as the relevant U.S. Gaming Authority will permit, the Affected Party shall be permitted to sell to an unaffiliated third party its Securities, subject to the Non-Affected Party’s right of first negotiation under Section 3.5. (C) If, at any time any Gaming Problem in the United States of America exists for the Affected Party as a result of issues relating to the Non-Affected Party, the following provisions shall apply: (1) For as long a period as the relevant U.S. Gaming Authority will permit (the “Non-Affected Party U.S. Cure Period”), such Non-Affected Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to such Gaming Problem, including, without limitation, cooperating with the Affected Party to provide such U.S. Gaming Authority such information about the Non-Affected Party as the Affected Party may reasonably request and to partake in discussions with such U.S. Gaming Authority to the extent requested by the Affected Party. During such period, the Non-Affected Party shall not partake in any discussions or negotiations with such U.S. Gaming Authority without the Affected Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Non-Affected Party is so required to partake in discussions or negotiations with such regulator, the Non-Affected Party shall give the Affected Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Affected Party to jointly participate in such discussions or negotiations). (2) During the Non-Affected Party U.S. Cure Period, and for as long a period as the relevant U.S. Gaming Authority will permit (the “Affected Party U.S. Sale Period”), the Affected Party shall be permitted to (a) sell its Securities to an unaffiliated third party, subject to the Non-Affected Party’s right of first negotiation under Section 3.5, and/or (b) transfer its Securities to a Divestiture Trust (and may continue any efforts to attempt to sell its Securities while such Securities remain in such Divestiture Trust). (3) In addition, at any time following the Non-Affected Party U.S. Cure Period, the Affected Party shall have the right to require the Company to purchase all, but not less than all, of its Securities. If the Affected Party exercises such right, the Company shall repurchase such Securities at the Purchase Price within thirty (30) days of the exercise of such right. The form of consideration to be paid by the Company shall be cash; provided, however, the Company may, in its sole discretion, pay the consideration for such purchase by issuing one or more promissory notes to the Affected Party (a) in an aggregate principal amount equal to the Purchase Price, (b) bearing no interest, (c) with the term (with payment in full being due on the last day of the term) being a period of time equal to five (5) years; provided, however, that such five (5) year term shall be reduced by that number of days that is equal to the number of days after the expiration of the Non-Affected Party U.S. Cure Period; provided, further, that in no event shall the period of such term be less than three (3) years, and (d) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Affected Party, in such Securities. (D) If, at any time any Gaming Problem in Vietnam exists for the Company as a result of issues relating to the Minority Party, the following provisions shall apply: (1) For as long a period as the Vietnam Gaming Authority will permit (the “Minority Party Cure Period”), the Minority Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to such Gaming Problem. During such period, the Majority Party shall not partake in any discussions or negotiations with the applicable regulator in question without the Minority Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Majority Party is so required to partake in discussions or negotiations with such regulator, the Majority Party shall give the Minority Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Minority Party to jointly participate in such discussions or negotiations). (2) Following the expiration of the Minority Party Cure Period, and for as long a period as the Vietnam Gaming Authority will permit (the “Minority Party Vietnam Sale Period”), the Minority Party shall be required to use commercially reasonable efforts to attempt to sell its Securities to an unaffiliated third party, subject to the Majority Party’s right of first negotiation under Section 3.5. (3) During the Minority Party Cure Period and at any time thereafter, the Minority Party may transfer its Securities to a Divestiture Trust. The Minority Party’s Securities may remain in such a Divestiture Trust while the Minority Party continues any efforts to attempt to sell its Securities during the Minority Party Vietnam Sale Period. (4) Following the expiration of the Minority Party Vietnam Sale Period, if a sale of the Minority Party’s Securities has not been effected (or a definitive agreement with respect thereto has not been executed) and if the Minority Party’s Securities are not then currently held by a Divestiture Trust, the Majority Party shall have the right, exercisable over a period of ninety (90) days (which ninety (90) day period shall commence on that date written notice from the Company or HTPCL, as applicable, to the Minority Party is received to the effect that the Vietnam Gaming Authority has not permitted the Minority Party Sale Period to continue) to purchase all, but not less than all, of the Minority Party’s Securities immediately following the expiration of such ninety (90) day period, unless prior to the expiration of such ninety (90) day period the Minority Party transfers its Securities to such a Divestiture Trust, in which case (a) such ninety (90) day period shall be tolled, and (b) the Majority Party shall not have a right to purchase all of the Minority Party’s Securities, in each such case of clauses (a) and (b), so long as such Securities are held by such a Divestiture Trust and the Vietnam Gaming Authority permits the continuation of such holding by the Divestiture Trust. In the exercise of any such purchase right, the purchase price for such Securities by the Majority Party shall be the Purchase Price for such Securities. The form of consideration to be paid by the Majority Shareholder shall be cash; provided, however, that the Majority Party may, in its sole discretion, pay the consideration for such purchase by issuing one or more promissory notes to the Minority Party (a) in an aggregate principal amount equal to the Purchase Price, (b) bearing no interest, (c) with the term (with payment in full being due on the last day of the term) being a period of time equal to five (5) years; provided, however, that such five (5) year term shall be reduced by that number of days that is equal to the number of days after the expiration of the Minority Party Cure Period; provided, further, that in no event shall the period of such term be less than three (3) years, and (d) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Minority Party, in such Securities. (5) Following the expiration of the ninety (90) day period set forth in Section 3.1(a)(iii)(D)(4) above, the Majority Party or the Company may direct the Minority Party to transfer its Securities to a Divestiture Trust. (E) Notwithstanding anything to the contrary set forth in this Section 3.1(a)(iii), immediately upon such time that the Company, the Majority Party or Minority Party, as applicable, has taken any action which the applicable regulator in question confirms has fully and finally remediated the Gaming Problem or otherwise causes such regulator to withdraw or discontinue its investigation or pursuit of any action with respect to such Gaming Problem, the rights and obligations of the Company, the Majority Party and/or Minority Party, as applicable, with respect to the Transfer of Securities pursuant to clauses (A) through (D) above, and arising as a result of such Gaming Problem, shall immediately terminate, it being acknowledged and agreed that all of such rights and obligations shall remain fully applicable to any other Gaming Problem that may have arisen or may thereafter arise. (F) In furtherance of the foregoing and in connection with a Transfer of Securities pursuant to this Section 3.1(a)(iii), the Company shall provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their respective representatives, including legal, tax, regulatory and accounting, to provide, all cooperation reasonably requested by the Majority Party or the Minority Party, as applicable, in their capacity as a Transferring party in accordance with the terms of this Section 3.1(a)(iii), which cooperation shall include (1)
Appears in 3 contracts
Sources: Shareholder Agreement (Pinnacle Entertainment Inc.), Shareholder Agreement (Pinnacle Entertainment Inc.), Shareholder Agreement (Pinnacle Entertainment Inc.)
Unsuitability. (A) If, at any time any Gaming Problem in Vietnam exists for the Company as a result of issues relating to the Majority Party, the following provisions shall apply:
(1) For as long a period as the Vietnam Gaming Authority will permit (the “Majority Party Cure Period”), the Majority Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to the Gaming Problem. During such period, the Minority Party shall not partake in any discussions or negotiations with the regulator in question without the Majority Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Minority Party is so required to partake in discussions or negotiations with such regulator, the Minority Party shall give the Majority Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the applicable regulator in question for the Majority Party to jointly participate in such discussions or negotiations).
(2) During the Majority Party Cure Period, and for as long a period as the Vietnam Gaming Authority will permit (not to exceed six (6) months after the expiration of the Majority Party Cure Period, unless the Majority Party and the Minority Party mutually agree on a longer period) (the “Majority Party Sale Period”), the Majority Party shall be permitted to sell to an unaffiliated third party its Securities (including in Securities, or to cause a sale to a such third party of all of the outstanding Equity Securities in the Company), in each case subject to the Minority Party’s right of first negotiation under Section 3.5 and such six (6) month period after the expiration of the Majority Party Cure Period shall not commence until the Minority Party’s right of first negotiation shall have expired.
(3) During the Majority Party Cure Period and the Majority Party Sale Period, the Majority Party will use its commercially reasonable efforts to take such action as is reasonably necessary and permitted by the Vietnam Gaming Authority in order to seek to preserve the value of the Company, including, as determined in the Majority Party’s sole discretion and to the extent not otherwise required by the Vietnam Gaming Authority, Transferring its Securities to a Divestiture Trust. Following one hundred and eighty (180) 180 days after the termination of the Majority Party Cure Period, the Minority Party or the Company may direct the Majority Party to transfer its Securities to a Divestiture Trust.
(4) Following the expiration of the Majority Party Sale Period, the Minority Party shall be provided with as long a period as the Vietnam Gaming Authority will permit (not to exceed six (6) months after the expiration of the Majority Party Sale Period, unless the Majority Party and the Minority Party mutually agree on a longer period) (the “Minority Party Sale Period”) in which to sell to an unaffiliated third party its Securities, subject to the Majority Party’s right of first negotiation under Section 3.5 and such six (6) month period after the expiration of the Majority Party Sale Period shall not commence until the Majority Party’s right of first negotiation under Section 3.5 shall have expired.
(5) Following the expiration of the Minority Party Sale Period, if a sale of the Minority Party’s Securities has not been effected (or a definitive agreement with respect thereto has not been executed), or at such earlier time if the Vietnam Gaming Authority so requires, the Minority Party shall have the right, exercisable over a period of ninety (90) 90 days following the expiration of the Minority Party Sale Period (which ninety (90) -day period shall commence on the earlier of (x) the next Business Day following a period of six (6) months from the commencement of the Minority Party Sale Period, or (y) the date on which written notice from the Company or HTPCL, as applicable, to the Minority Party is received to the effect that the Vietnam Gaming Authority has not permitted the Minority Party Sale Period to run a full six (6) months or the Vietnam Gaming Authority requires the period for the Minority Party’s right to require the Company to purchase its Securities to commence earlier), to require the Company to purchase all, but not less than all, of its Securities, unless prior to the expiration of such ninety (90) -day period the Majority Party transfers its Securities to such a Divestiture Trust, in which case (I) such ninety (90) -day period shall be tolled, and (II) the Minority Party shall not have a right to require the Company to purchase all of the Minority Party’s Securities, in each such case of clauses (I) and (II), so long as the Majority Party’s Securities are held by such a Divestiture Trust and the Vietnam Gaming Authority permits the continuation of such holding by the Divestiture Trust. If the Minority Party exercises such right, the Company shall repurchase such Securities at an aggregate purchase price equal to the amount initially allocated thereto as of the date of the Minority Party’s purchase of such Securities (the “Purchase Price”). The form of consideration to be paid by the Company may, in the Company’s sole discretion, be either cash or one or more promissory notes issued to the Minority Party by the Company (A) in an aggregate principal amount equal to the Purchase Price, (B) bearing no interest, (C) having a term of thirty-six (36) 36 months, and (D) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Minority Party, in such Securities.
(B) If, at any time any Gaming Problem in the United States of America exists for the Majority Party or the Minority Party, as applicable (such party with such Gaming Problem, the “Affected Party”, and the other party which is not the Affected Party, the “Non-Affected Party”) as a result of issues relating to the Company, the following provisions shall apply:
(1) For as long a period as the relevant U.S. Gaming Authority will permit (the “Affected Party U.S. Cure Period”), the Company must use reasonable best efforts to cure all regulatory concerns giving rise to the Gaming Problem. During such period, the Company shall not partake in any discussions or negotiations with the applicable regulator in question without the Affected Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Company is so required to partake in discussions or negotiations with such regulator, the Company shall give the Affected Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Affected Party to jointly participate in such discussions or negotiations).
(2) During the Affected Party U.S. Cure Period, and for as long a period as the relevant U.S. Gaming Authority will permit, the Affected Party shall be permitted to sell to an unaffiliated third party its Securities, subject to the Non-Affected Party’s right of first negotiation under Section 3.5.
(C) If, at any time any Gaming Problem in the United States of America exists for the Affected Party as a result of issues relating to the Non-Affected Party, the following provisions shall apply:
(1) For as long a period as the relevant U.S. Gaming Authority will permit (the “Non-Affected Party U.S. Cure Period”), such Non-Affected Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to such Gaming Problem, including, without limitation, cooperating with the Affected Party to provide such U.S. Gaming Authority such information about the Non-Affected Party as the Affected Party may reasonably request and to partake in discussions with such U.S. Gaming Authority to the extent requested by the Affected Party. During such period, the Non-Affected Party shall not partake in any discussions or negotiations with such U.S. Gaming Authority without the Affected Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Non-Affected Party is so required to partake in discussions or negotiations with such regulator, the Non-Affected Party shall give the Affected Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Affected Party to jointly participate in such discussions or negotiations).
(2) During the Non-Affected Party U.S. Cure Period, and for as long a period as the relevant U.S. Gaming Authority will permit (the “Affected Party U.S. Sale Period”), the Affected Party shall be permitted to (a) sell its Securities to an unaffiliated third party, subject to the Non-Affected Party’s right of first negotiation under Section 3.5, and/or (b) transfer its Securities to a Divestiture Trust (and may continue any efforts to attempt to sell its Securities while such Securities remain in such Divestiture Trust).
(3) In addition, at any time following the Non-Affected Party U.S. Cure Period, the Affected Party shall have the right to require the Company to purchase all, but not less than all, of its Securities. If the Affected Party exercises such right, the Company shall repurchase such Securities at the Purchase Price within thirty (30) 30 days of the exercise of such right. The form of consideration to be paid by the Company shall be cash; provided, however, the Company may, in its sole discretion, pay the consideration for such purchase by issuing one or more promissory notes to the Affected Party (a) in an aggregate principal amount equal to the Purchase Price, (b) bearing no interest, (c) with the term (with payment in full being due on the last day of the term) being a period of time equal to five (5) years; provided, however, that such five (5) -year term shall be reduced by that number of days that is equal to the number of days after the expiration of the Non-Affected Party U.S. Cure Period; provided, further, that in no event shall the period of such term be less than three (3) years, and (d) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Affected Party, in such Securities.
(D) If, at any time any Gaming Problem in Vietnam exists for the Company as a result of issues relating to the Minority Party, the following provisions shall apply:
(1) For as long a period as the Vietnam Gaming Authority will permit (the “Minority Party Cure Period”), the Minority Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to such Gaming Problem. During such period, the Majority Party shall not partake in any discussions or negotiations with the applicable regulator in question without the Minority Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Majority Party is so required to partake in discussions or negotiations with such regulator, the Majority Party shall give the Minority Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Minority Party to jointly participate in such discussions or negotiations).
(2) Following the expiration of the Minority Party Cure Period, and for as long a period as the Vietnam Gaming Authority will permit (the “Minority Party Vietnam Sale Period”), the Minority Party shall be required to use commercially reasonable efforts to attempt to sell its Securities to an unaffiliated third party, subject to the Majority Party’s right of first negotiation under Section 3.5.
(3) During the Minority Party Cure Period and at any time thereafter, the Minority Party may transfer its Securities to a Divestiture Trust. The Minority Party’s Securities may remain in such a Divestiture Trust while the Minority Party continues any efforts to attempt to sell its Securities during the Minority Party Vietnam Sale Period.
(4) Following the expiration of the Minority Party Vietnam Sale Period, if a sale of the Minority Party’s Securities has not been effected (or a definitive agreement with respect thereto has not been executed) and if the Minority Party’s Securities are not then currently held by a Divestiture Trust, the Majority Party shall have the right, exercisable over a period of ninety (90) 90 days (which ninety (90) -day period shall commence on that date written notice from the Company or HTPCL, as applicable, to the Minority Party is received to the effect that the Vietnam Gaming Authority has not permitted the Minority Party Sale Period to continue) to purchase all, but not less than all, of the Minority Party’s Securities immediately following the expiration of such ninety (90) -day period, unless prior to the expiration of such ninety (90) -day period the Minority Party transfers its Securities to such a Divestiture Trust, in which case (a) such ninety (90) -day period shall be tolled, and (b) the Majority Party shall not have a right to purchase all of the Minority Party’s Securities, in each such case of clauses (a) and (b), so long as such Securities are held by such a Divestiture Trust and the Vietnam Gaming Authority permits the continuation of such holding by the Divestiture Trust. In the exercise of any such purchase right, the purchase price for such Securities by the Majority Party shall be the Purchase Price for such Securities. The form of consideration to be paid by the Majority Shareholder shall be cash; provided, however, that the Majority Party may, in its sole discretion, pay the consideration for such purchase by issuing one or more promissory notes to the Minority Party (a) in an aggregate principal amount equal to the Purchase Price, (b) bearing no interest, (c) with the term (with payment in full being due on the last day of the term) being a period of time equal to five (5) years; provided, however, that such five (5) -year term shall be reduced by that number of days that is equal to the number of days after the expiration of the Minority Party Cure Period; provided, further, that in no event shall the period of such term be less than three (3) years, and (d) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Minority Party, in such Securities.
(5) Following the expiration of the ninety (90) -day period set forth in Section 3.1(a)(iii)(D)(4) above, the Majority Party or the Company may direct the Minority Party to transfer its Securities to a Divestiture Trust.
(E) Notwithstanding anything to the contrary set forth in this Section 3.1(a)(iii), immediately upon such time that the Company, the Majority Party or Minority Party, as applicable, has taken any action which the applicable regulator in question confirms has fully and finally remediated the Gaming Problem or otherwise causes such regulator to withdraw or discontinue its investigation or pursuit of any action with respect to such Gaming Problem, the rights and obligations of the Company, the Majority Party and/or Minority Party, as applicable, with respect to the Transfer of Securities pursuant to clauses (A) through (D) above, and arising as a result of such Gaming Problem, Problem shall immediately terminate, it being acknowledged and agreed that all of such rights and obligations shall remain fully applicable to any other Gaming Problem that may have arisen or may thereafter arise.
(F) In furtherance of the foregoing and in connection with a Transfer of Securities pursuant to this Section 3.1(a)(iii), the Company shall provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their respective representatives, including legal, tax, regulatory and accounting, to provide, all cooperation reasonably requested by the Majority Party or the Minority Party, as applicable, in their capacity as a Transferring party in accordance with the terms of this Section 3.1(a)(iii), which cooperation shall include (1)) providing, as promptly as practicable, to the Transferring party all financial and other information regarding the Company and its Subsidiaries (including information regarding the business,
Appears in 1 contract
Sources: Shareholder Agreement (Pinnacle Entertainment Inc.)
Unsuitability. (A) If, at any time any Gaming Problem in Vietnam exists for the Company as a result of issues relating to the Majority Party, the following provisions shall apply:
(1) For as long a period as the Vietnam Gaming Authority will permit (the “Majority Party Cure Period”), the Majority Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to the Gaming Problem. During such period, the Minority Party shall not partake in any discussions or negotiations with the regulator in question without the Majority Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Minority Party is so required to partake in discussions or negotiations with such regulator, the Minority Party shall give the Majority Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the applicable regulator in question for the Majority Party to jointly participate in such discussions or negotiations).
(2) During the Majority Party Cure Period, and for as long a period as the Vietnam Gaming Authority will permit (not to exceed six (6) months after the expiration of the Majority Party Cure Period, unless the Majority Party and the Minority Party mutually agree on a longer period) (the “Majority Party Sale Period”), the Majority Party shall be permitted to sell to an unaffiliated third party its Securities (including in a sale to a third party of all of the outstanding Equity Securities in the Company), in each case subject to the Minority Party’s right of first negotiation under Section 3.5 and such six (6) month period after the expiration of the Majority Party Cure Period shall not commence until the Minority Party’s right of first negotiation shall have expired.
(3) During the Majority Party Cure Period and the Majority Party Sale Period, the Majority Party will use its commercially reasonable efforts to take such action as is reasonably necessary and permitted by the Vietnam Gaming Authority in order to seek to preserve the value of the Company, including, as determined in the Majority Party’s sole discretion and to the extent not otherwise required by the Vietnam Gaming Authority, Transferring its Securities to a Divestiture Trust. Following one hundred and eighty (180) 180 days after the termination of the Majority Party Cure Period, the Minority Party or the Company may direct the Majority Party to transfer its Securities to a Divestiture Trust.
(4) Following the expiration of the Majority Party Sale Period, the Minority Party shall be provided with as long a period as the Vietnam Gaming Authority will permit (not to exceed six (6) months after the expiration of the Majority Party Sale Period, unless the Majority Party and the Minority Party mutually agree on a longer period) (the “Minority Party Sale Period”) in which to sell to an unaffiliated third party its Securities, subject to the Majority Party’s right of first negotiation under Section 3.5 and such six (6) month period after the expiration of the Majority Party Sale Period shall not commence until the Majority Party’s right of first negotiation under Section 3.5 shall have expired.
(5) Following the expiration of the Minority Party Sale Period, if a sale of the Minority Party’s Securities has not been effected (or a definitive agreement with respect thereto has not been executed), or at such earlier time if the Vietnam Gaming Authority so requires, the Minority Party shall have the right, exercisable over a period of ninety (90) 90 days following the expiration of the Minority Party Sale Period (which ninety (90) -day period shall commence on the earlier of (x) the next Business Day following a period of six (6) months from the commencement of the Minority Party Sale Period, or (y) the date on which written notice from the Company or HTPCL, as applicable, to the Minority Party is received to the effect that the Vietnam Gaming Authority has not permitted the Minority Party Sale Period to run a full six (6) months or the Vietnam Gaming Authority requires the period for the Minority Party’s right to require the Company to purchase its Securities to commence earlier), to require the Company to purchase all, but not less than all, of its Securities, unless prior to the expiration of such ninety (90) -day period the Majority Party transfers its Securities to such a Divestiture Trust, in which case (I) such ninety (90) -day period shall be tolled, and (II) the Minority Party shall not have a right to require the Company to purchase all of the Minority Party’s Securities, in each such case of clauses (I) and (II), so long as the Majority Party’s Securities are held by such a Divestiture Trust and the Vietnam Gaming Authority permits the continuation of such holding by the Divestiture Trust. If the Minority Party exercises such right, the Company shall repurchase such Securities at an aggregate purchase price equal to the amount initially allocated thereto as of the date of the Minority Party’s purchase of such Securities (the “Purchase Price”). The form of consideration to be paid by the Company may, in the Company’s sole discretion, be either cash or one or more promissory notes issued to the Minority Party by the Company (A) in an aggregate principal amount equal to the Purchase Price, (B) bearing no interest, (C) having a term of thirty-six (36) 36 months, and (D) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Minority Party, in such Securities.
(B) If, at any time any Gaming Problem in the United States of America exists for the Majority Party or the Minority Party, as applicable (such party with such Gaming Problem, the “Affected Party”, and the other party which is not the Affected Party, the “Non-Affected Party”) as a result of issues relating to the Company, the following provisions shall apply:
(1) For as long a period as the relevant U.S. Gaming Authority will permit (the “Affected Party U.S. Cure Period”), the Company must use reasonable best efforts to cure all regulatory concerns giving rise to the Gaming Problem. During such period, the Company shall not partake in any discussions or negotiations with the applicable regulator in question without the Affected Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Company is so required to partake in discussions or negotiations with such regulator, the Company shall give the Affected Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Affected Party to jointly participate in such discussions or negotiations).
(2) During the Affected Party U.S. Cure Period, and for as long a period as the relevant U.S. Gaming Authority will permit, the Affected Party shall be permitted to sell to an unaffiliated third party its Securities, subject to the Non-Affected Party’s right of first negotiation under Section 3.5.
(C) If, at any time any Gaming Problem in the United States of America exists for the Affected Party as a result of issues relating to the Non-Affected Party, the following provisions shall apply:
(1) For as long a period as the relevant U.S. Gaming Authority will permit (the “Non-Affected Party U.S. Cure Period”), such Non-Affected Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to such Gaming Problem, including, without limitation, cooperating with the Affected Party to provide such U.S. Gaming Authority such information about the Non-Affected Party as the Affected Party may reasonably request and to partake in discussions with such U.S. Gaming Authority to the extent requested by the Affected Party. During such period, the Non-Affected Party shall not partake in any discussions or negotiations with such U.S. Gaming Authority without the Affected Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Non-Affected Party is so required to partake in discussions or negotiations with such regulator, the Non-Affected Party shall give the Affected Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Affected Party to jointly participate in such discussions or negotiations).
(2) During the Non-Affected Party U.S. Cure Period, and for as long a period as the relevant U.S. Gaming Authority will permit (the “Affected Party U.S. Sale Period”), the Affected Party shall be permitted to (a) sell its Securities to an unaffiliated third party, subject to the Non-Affected Party’s right of first negotiation under Section 3.5, and/or (b) transfer its Securities to a Divestiture Trust (and may continue any efforts to attempt to sell its Securities while such Securities remain in such Divestiture Trust).
(3) In addition, at any time following the Non-Affected Party U.S. Cure Period, the Affected Party shall have the right to require the Company to purchase all, but not less than all, of its Securities. If the Affected Party exercises such right, the Company shall repurchase such Securities at the Purchase Price within thirty (30) 30 days of the exercise of such right. The form of consideration to be paid by the Company shall be cash; provided, however, the Company may, in its sole discretion, pay the consideration for such purchase by issuing one or more promissory notes to the Affected Party (a) in an aggregate principal amount equal to the Purchase Price, (b) bearing no interest, (c) with the term (with payment in full being due on the last day of the term) being a period of time equal to five (5) years; provided, however, that such five (5) -year term shall be reduced by that number of days that is equal to the number of days after the expiration of the Non-Affected Party U.S. Cure Period; provided, further, that in no event shall the period of such term be less than three (3) years, and (d) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Affected Party, in such Securities.
(D) If, at any time any Gaming Problem in Vietnam exists for the Company as a result of issues relating to the Minority Party, the following provisions shall apply:
(1) For as long a period as the Vietnam Gaming Authority will permit (the “Minority Party Cure Period”), the Minority Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to such Gaming Problem. During such period, the Majority Party shall not partake in any discussions or negotiations with the applicable regulator in question without the Minority Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Majority Party is so required to partake in discussions or negotiations with such regulator, the Majority Party shall give the Minority Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Minority Party to jointly participate in such discussions or negotiations).
(2) Following the expiration of the Minority Party Cure Period, and for as long a period as the Vietnam Gaming Authority will permit (the “Minority Party Vietnam Sale Period”), the Minority Party shall be required to use commercially reasonable efforts to attempt to sell its Securities to an unaffiliated third party, subject to the Majority Party’s right of first negotiation under Section 3.5.
(3) During the Minority Party Cure Period and at any time thereafter, the Minority Party may transfer its Securities to a Divestiture Trust. The Minority Party’s Securities may remain in such a Divestiture Trust while the Minority Party continues any efforts to attempt to sell its Securities during the Minority Party Vietnam Sale Period.
(4) Following the expiration of the Minority Party Vietnam Sale Period, if a sale of the Minority Party’s Securities has not been effected (or a definitive agreement with respect thereto has not been executed) and if the Minority Party’s Securities are not then currently held by a Divestiture Trust, the Majority Party shall have the right, exercisable over a period of ninety (90) 90 days (which ninety (90) -day period shall commence on that date written notice from the Company or HTPCL, as applicable, to the Minority Party is received to the effect that the Vietnam Gaming Authority has not permitted the Minority Party Sale Period to continue) to purchase all, but not less than all, of the Minority Party’s Securities immediately following the expiration of such ninety (90) -day period, unless prior to the expiration of such ninety (90) -day period the Minority Party transfers its Securities to such a Divestiture Trust, in which case (a) such ninety (90) -day period shall be tolled, and (b) the Majority Party shall not have a right to purchase all of the Minority Party’s Securities, in each such case of clauses (a) and (b), so long as such Securities are held by such a Divestiture Trust and the Vietnam Gaming Authority permits the continuation of such holding by the Divestiture Trust. In the exercise of any such purchase right, the purchase price for such Securities by the Majority Party shall be the Purchase Price for such Securities. The form of consideration to be paid by the Majority Shareholder shall be cash; provided, however, that the Majority Party may, in its sole discretion, pay the consideration for such purchase by issuing one or more promissory notes to the Minority Party (a) in an aggregate principal amount equal to the Purchase Price, (b) bearing no interest, (c) with the term (with payment in full being due on the last day of the term) being a period of time equal to five (5) years; provided, however, that such five (5) -year term shall be reduced by that number of days that is equal to the number of days after the expiration of the Minority Party Cure Period; provided, further, that in no event shall the period of such term be less than three (3) years, and (d) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Minority Party, in such Securities.
(5) Following the expiration of the ninety (90) -day period set forth in Section 3.1(a)(iii)(D)(4) above, the Majority Party or the Company may direct the Minority Party to transfer its Securities to a Divestiture Trust.
(E) Notwithstanding anything to the contrary set forth in this Section 3.1(a)(iii), immediately upon such time that the Company, the Majority Party or Minority Party, as applicable, has taken any action which the applicable regulator in question confirms has fully and finally remediated the Gaming Problem or otherwise causes such regulator to withdraw or discontinue its investigation or pursuit of any action with respect to such Gaming Problem, the rights and obligations of the Company, the Majority Party and/or Minority Party, as applicable, with respect to the Transfer of Securities pursuant to clauses (A) through (D) above, and arising as a result of such Gaming Problem, shall immediately terminate, it being acknowledged and agreed that all of such rights and obligations shall remain fully applicable to any other Gaming Problem that may have arisen or may thereafter arise.
(F) In furtherance of the foregoing and in connection with a Transfer of Securities pursuant to this Section 3.1(a)(iii), the Company shall provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their respective representatives, including legal, tax, regulatory and accounting, to provide, all cooperation reasonably requested by the Majority Party or the Minority Party, as applicable, in their capacity as a Transferring party in accordance with the terms of this Section 3.1(a)(iii), which cooperation shall include (1)) providing, as promptly as practicable, to the Transferring party all financial and other information regarding the Company and its Subsidiaries (including information regarding the business,
Appears in 1 contract
Sources: Shareholders Agreement (Pinnacle Entertainment Inc.)