Delivery Event. Unless the Purchaser shall electively defer such distribution by written notice to Holding in accordance with the Plan and such conditions as the Board shall impose, upon the occurrence of an event described in Section 8.3 of the Plan, the Purchaser shall receive, without payment, one share of Common Stock in settlement of each share of Deferred Shares that he or she then holds. As a condition to the delivery of any Common Stock in respect of Deferred Shares, the holder of such Deferred Shares (and anyone whose rights derive therefrom) shall execute a Subscription Agreement (or such other agreement having comparable terms but modified to reflect differences between such shares and shares purchased from Holding as shall be required by Holding). The Purchaser acknowledges and agrees that the Subscription Agreement will have restrictions on transfer, repurchase rights on the part of Holding and The Clayxxx & Xubilier Private Equity Fund IV Limited Partnership on termination of employment, take-along rights and other legal and contractual restrictions similar to those contained in the Management Stock Subscription Agreements described in the Offering Memorandum.
Delivery Event. As used herein, the term "Delivery Event" shall mean either of the following: (a) the expiration of ten (10) Business Days after PHCM receives notice that an Event of Default under the Amended Omega Loan Documents has occurred and is continuing, and that Omega intends to demand delivery of the Escrow Documents as to one or more of the Facilities from the Escrow Agent (a "Delivery Event Notice"); or (b) the failure of PHCM to perform when due (after giving effect to any applicable grace or cure period) any obligation under the Amended Omega Loan Documents first arising on or after the filing of a future petition under the Bankruptcy Code for a bankruptcy case in which PHCM is debtor, the performance of which would have been required under 11 U.S.C. ss.365(d)(3) if the Amended Omega Note were a lease and ss.365(d)(3) applied, within ten (10) Business Days after the entry of an order of the bankruptcy court in such future bankruptcy case determining that the obligation in question arose post-petition and would have been required to be performed under 11 U.S.C.ss.365(d)(3) if the Amended Omega Note were a lease and ss.365(d)(3) applied.
Delivery Event. Unless the Key Employee shall electively defer such -------------- distribution by written notice to Holding in accordance with the Plan and such conditions as the Board shall impose, upon the occurrence of an event described in Section 8.3 of the Plan, the Key Employee shall receive, without payment, one share of Common Stock in settlement of each share of Deferred Shares that he or she then holds. As a condition to the delivery of any Common Stock in respect of Deferred Shares, the holder of such Deferred Shares (and anyone whose rights derive therefrom) shall execute a Subscription Agreement (or such other agreement having comparable terms but modified to reflect differences between such shares and shares purchased from Holding as shall be required by Holding). The Key Employee acknowledges and agrees that the Subscription Agreement will have restrictions on transfer, repurchase rights on the part of Holding and The Clayton & Dubilier Private Equity Fund IV Limited Partnership folloxxxx xxrmination of employment, take-along rights and other legal and contractual restrictions similar to those contained in the Management Stock Subscription Agreements described in the Offering Memorandum.
Delivery Event. The Board of Holding (the "Board") may permit the Grantee to further defer the distribution of Deferred Shares until such time or times as the Grantee shall elect, in each case on such terms and conditions and subject to such restrictions (including, without limitation, those deemed necessary or appropriate to avoid the constructive receipt of such shares of Common Stock by the Grantee) as the Board may impose from time to time. A deferral opportunity does not have to made available to all grantees, and different terms and conditions may apply with respect to the deferral opportunities made available to different grantees. Unless the Grantee shall electively defer such distribution by written notice to Holding at least 12 months prior to a Delivery Event in accordance with such conditions as the Board of Directors of Holding (the "Board") shall impose, upon the occurrence of a Delivery Event (as defined in Section 5), the Grantee shall receive, without payment, one share of Common Stock in settlement of each Deferred Share that he or she then holds. As a condition to the delivery of any Common Stock in respect of Deferred Shares, the holder of such Deferred Shares (and anyone whose rights derive therefrom) shall execute a subscription agreement (or such other agreement having comparable terms but modified to reflect differences between such shares and shares purchased from Holding as shall be required by Holding) (the "Subscription Agreement"). The Grantee acknowledges and agrees that the Subscription Agreement will have restrictions on transfer, take-along rights and other legal and contractual restrictions similar to those contained in the Director Stock Subscription Agreement described in the June 22 Supplement to the Confidential Offering Memorandum dated May 14, 1999, a copy of which has been received by the Grantee, or such other terms and provisions as Holding shall determine.
Delivery Event. DB1/63286388.5
(a) The Pledged Shares shall be released in accordance with (i) a written agreement executed by both Pledgor and Pledgee; (ii) the settlement or final judgment of any claim, action or proceeding that determines the amount of any Obligations; and/or (iii) in accordance with Sections 8(b), (c) or (d) of this Agreement.
(b) Upon the settlement or final judgment of any claim, action or proceeding that determines the amount of any Obligations or a written agreement to such effect executed by both Pledgor and Pledgee (each a “Delivery Event”), Pledgor shall transfer and deliver to Pledgee a number of Pledged Shares equal to the amount of the Obligations so determined (i) divided by $200,000 and (ii) multiplied by by the total number of Pledged Shares (as appropriately adjusted in the event of the transfer and delivery of additional Pledged Shares pursuant to Section 7(b)) up to the Pledged Amount. Pledgor shall cause Encorium to register on the books and records of Encorium any Pledged Shares transferred and delivered upon the occurrence of a Delivery Event in the name of Pledgee or any nominee or transferee of Pledgee.
(c) Upon fifteen (15) calendar days’ prior written notice to Pledgor, which Pledgor hereby acknowledges to be sufficient, commercially reasonable and proper, Pledgee may sell the Pledged Shares that have been transferred and delivered to Pledgee pursuant to Section 4(b) or any part thereof at any public or private sale, without any other notice, advertisement or demand of any kind.
