Common use of Additional Conditions to Exercise prior to an IPO Clause in Contracts

Additional Conditions to Exercise prior to an IPO. If the Grantee elects to exercise any Vested Option prior to an Initial Public Offering, on or before the effective date of such exercise and as a condition to such exercise, the Company, the Grantee and Burger King shall enter into a Management Shareholders Agreement with respect to the Option Shares to be purchased upon such exercise, which shall provide, among other things, for restrictions on Transfer of the Option Shares and the right of the Company to repurchase such Option Shares on election by the Company and to require the Grantee to sell such Option Shares in the event of certain sales of shares of Common Stock by the other shareholders of the Company.

Additional Conditions to Exercise prior to an IPO. If the Grantee elects to exercise any Vested Option prior to an Initial Public Offering, on or before the effective date of such exercise and as a condition to such exercise, the Company, the Grantee and Burger King shall enter into a Management Board Member Shareholders Agreement with respect to the Option Shares to be purchased upon such exercise, which shall provide, among other things, for restrictions on Transfer of the Option Shares and the right of the Company to repurchase such Option Shares on election by the Company and to require the Grantee to sell such Option Shares in the event of certain sales of shares of Common Stock by the other shareholders of the Company.