Common use of Management Put Option Clause in Contracts

Management Put Option. (a) If a Manager’s employment with any of the Employer Parties either (i) terminates due to the death of such Manager or (ii) is terminated by any of the Employer Parties as a result of the Disability of such Manager, such Manager and such Manager’s Immediate Family shall have the right, for a period of 90 days following the 180th day after the date of termination of such Manager’s employment, to sell to Echo (or, subject to the prior written approval of MCK, and for all purposes under this Section 6.7, its designated assignee (provided that such approval shall not be required following the MCK Trigger Date)), and Echo (or its designated assignee) shall be required to purchase, subject to the provisions of Section 6.5, on one occasion from such Manager or such Manager’s Immediate Family, all of such Manager’s Echo Shares at a price equal to the Fair Market Value of the Echo Shares being purchased (measured as of the purchase date) (the “Management Put Option”); provided, that the exercise of such right may be delayed by Echo (or its designated assignee) to the extent any such delay is necessary to avoid the application of adverse accounting treatment to Echo (or its designated assignee). (b) If a Manager or a Manager’s Immediate Family, as applicable, desires to exercise its Management Put Option pursuant to Section 6.7(a), such Manager or such Manager’s Immediate Family, as applicable, shall send written notice to Echo setting forth such Manager or such Manager’s Immediate Family, as applicable, intention to sell all of such Manager’s Echo Shares, as applicable, pursuant to Section 6.7(a) (the “Put Notice”). No Put Notice shall be effective unless received prior to the date of the Qualified IPO or a Company Sale. (c) The closing of any purchase and sale of Echo Shares pursuant to this Section 6.7 shall occur on such date as Echo (or its designated assignee) shall specify at the principal office of Echo (or its designated assignee), or at such other time and location as the parties to such purchase may mutually determine. (d) At the closing of any purchase and sale of Echo Shares following the exercise of any Management Put Option, the holders of Echo Shares to be sold shall deliver to Echo (or its designated assignee) a certificate or certificates representing the Echo Shares to be purchased by Echo (or its designated assignee), duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock (or equivalent) transfer tax stamps affixed, and Echo (or its designated assignee) shall pay to such holder by certified or bank check or wire transfer of immediately available federal funds the purchase price of the Echo Shares being purchased by Echo (or its designated assignee). The delivery of a certificate or certificates for Echo Shares by any Person selling Echo Shares pursuant to any Management Put Option will be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Echo Shares; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Echo Shares as contemplated; and (iii) such Echo Shares are free and clear of any and all liens or encumbrances.

Management Put Option. (a) If a Manager’s employment with any of the Employer Parties Company and its subsidiaries either (i) terminates due to the death of such Manager or (ii) is terminated by any of the Employer Parties Company and its subsidiaries as a result of the Disability of such Manager, such Manager and such Manager’s Immediate Family shall have the right, for a period of 90 days following the 180th day after the date of termination of such Manager’s employment, to sell to Echo (or, subject to the prior written approval of MCKCompany, and for all purposes under this Section 6.7, its designated assignee (provided that such approval shall not be required following the MCK Trigger Date)), and Echo (or its designated assignee) Company shall be required to purchase, subject to the provisions of Section 6.57.5, on one occasion from such Manager or such Manager’s Immediate Family, all of such Manager’s Echo Company Shares at a price equal to the Fair Market Value of the Echo Company Shares being purchased (measured as of the purchase date) (the “Management Put Option”); provided, provided that the exercise of such right may be delayed by Echo (or its designated assignee) the Company to the extent any such delay is necessary to avoid the application of adverse accounting treatment to Echo (or its designated assignee)the Company. (b) If a Manager or a Manager’s Immediate Family, as applicable, desires to exercise its Management Put Option pursuant to Section 6.7(a7.7(a), such Manager or such Manager’s Immediate Family, as applicable, shall send written notice to Echo the Company setting forth such Manager or such Manager’s Immediate Family, as applicable, intention to sell all of such Manager’s Echo Company Shares, as applicable, pursuant to Section 6.7(a7.7(a) (the “Put Notice”). No Put Notice shall be effective unless received prior to the date of the Qualified IPO or a Company SaleSale Transaction. (c) The closing of any purchase and sale of Echo Company Shares pursuant to this Section 6.7 7.7 shall occur on such date as Echo (or its designated assignee) the Company shall specify at the principal office of Echo (or its designated assignee)the Company, or at such other time and location as the parties to such purchase may mutually determine. (d) At the closing of any purchase and sale of Echo Company Shares following the exercise of any Management Put Option, the holders of Echo Company Shares to be sold shall deliver to Echo (or its designated assignee) the Company a certificate or certificates representing the Echo Company Shares to be purchased by Echo (or its designated assignee)the Company, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock (or equivalent) transfer tax stamps affixed, and Echo (or its designated assignee) the Company shall pay to such holder by certified or bank check or wire transfer of immediately available federal funds the purchase price of the Echo Company Shares being purchased by Echo (or its designated assignee)the Company. The delivery of a certificate or certificates for Echo Company Shares by any Person selling Echo Company Shares pursuant to any Management Put Option will be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Echo Company Shares; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Echo Company Shares as contemplated; and (iii) such Echo Company Shares are free and clear of any and all liens or encumbrances.

Management Put Option. (a) If a Manager’s employment with any In the event that the members of the Employer Parties either Investor Group cease to hold a minimum aggregate number of Ordinary Shares as is equal to 2.5 per cent. of the aggregate number of Ordinary Shares held by the Original Investors and the members of the News Group immediately after Closing (ithe date on which such cessation occurs being the “Original Investor Exit Date”) terminates due then according to the death period set out in column (1) of such Manager or (ii) is terminated by any Schedule 7 during which the Original Investor Exit Date occurs, within 30 days of each of the Employer Parties as a result dates specified in the heading of the Disability column (2) of such ManagerSchedule 7, such Manager each Management Stockholder (and such Manager’s Immediate Family shall have the right, for a period of 90 days following the 180th day after the date of termination of such Manager’s employment, to sell to Echo (or, subject to the prior written approval of MCK, and for all purposes under this Section 6.7, its designated assignee (provided that such approval shall not be required following the MCK Trigger Date)), and Echo (or its designated assigneehis Permitted Transferee) shall be entitled by service of written notice upon the EBT and the Company (“Put Option Notice”) to require the EBT, using funds which shall be provided by the Company, to acquire such proportion of the Additional Ordinary Shares, Mandatory Ordinary Shares and Hurdle Shares held by him as is specified in column (2) of Schedule 7, such Company Shares to be transferred free from any Encumbrance and with full title guarantee. Each of News Corporation and the Original Investors shall use its reasonable best efforts to cause the Company to take any lawful actions required to effect such a purchase; provided, subject that, to the provisions extent that, following the exercise of Section 6.5News Corporation’s and the Original Investors’ reasonable best efforts as described above, on one occasion from it is not lawful and/or reasonably practicable for the Company and/or the EBT to discharge its put obligations in full, then News Corporation shall be obligated to use its reasonable efforts to discharge such Manager obligations, either (x) directly, by means of a purchase of the Company Shares specified in the Put Option Notice, (y) indirectly, by means of a contribution of the necessary funds to, at News Corporation’s sole discretion, the Company or such Manager’s Immediate Familythe EBT, all in exchange for debt securities of such Manager’s Echo Shares at a price equal the Company or the EBT, as applicable or (z) by means of an alternative transaction structure reasonably acceptable to both News Corporation and the Management Stockholders serving the Put Option Notice, in order to enable the transfer of necessary funds to the Fair Market Value of EBT so that the Echo EBT may purchase the Company Shares being purchased (measured as of specified in the purchase date) (the “Management Put Option”)Option Notice; provided, that the exercise discharge of such right may obligations on the part of News Corporation shall be delayed by Echo conditioned upon the Company’s having first received all consents and/or waivers under the Company’s then existing indebtedness reasonably required in connection therewith (or it being understood and agreed that News Corporation shall be obligated to use its designated assignee) reasonable best efforts to, and to cause the extent Company to, obtain any such delay is necessary consents and/or waivers); provided, further that, in any case, News Corporation will not be required to avoid (1) discharge any such put obligation if doing so could reasonably be likely to cause the application Company to be treated as a “controlled foreign corporation” within the meaning of Section 957 of the Code or could otherwise have a materially adverse accounting treatment tax effect on News Corporation or (2) dispose of any Company Shares in order to Echo (or its designated assignee)discharge any such put obligation. Any unexercised put option shall lapse unless agreed otherwise by News Corporation. (b) If a Manager or a Manager’s Immediate FamilyA Put Option Notice must be accompanied by duly executed transfers in favor of the Company (or, as if applicable, desires to exercise its Management Put Option pursuant to Section 6.7(a), such Manager or such Manager’s Immediate Family, as applicable, shall send written notice to Echo setting forth such Manager or such Manager’s Immediate Family, as applicable, intention to sell all of such Manager’s Echo Shares, as applicable, pursuant to Section 6.7(aNews Corporation) (the “Put Notice”). No Put Notice shall be effective unless received prior to the date of the Qualified IPO or a relevant Company SaleShares together with share certificates in respect thereof and shall specify the bank account to which the consideration payable should be paid. (c) The closing price payable by the Company (or, if applicable, News Corporation) for each Additional Ordinary Share shall be the Fair Market Value of any purchase each Company Share comprised in the Put Option Notice as defined in and sale of Echo Shares pursuant to this determined in accordance with Section 6.7 shall occur on such date as Echo (or its designated assignee) shall specify at the principal office of Echo (or its designated assignee9.4(b)(ii), or at such other time and location as the parties to such purchase may mutually determine. (d) At the closing of any purchase and sale of Echo Shares following the exercise of any Management Put OptionSubject to Section 6.10(a), the holders transfers pursuant to the Put Option Notice shall be completed within five (5) Business Days of Echo Shares to be sold shall deliver to Echo the later of service of the Put Option Notice or determination of the Fair Market Value. On the date of such completion, the Company (or its designated assignee) a certificate or certificates representing the Echo Shares to be purchased by Echo (or its designated assignee)or, duly endorsedif applicable, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock (or equivalent) transfer tax stamps affixed, and Echo (or its designated assigneeNews Corporation) shall pay to each Management Stockholder and Permitted Transferee the consideration due in respect of the Company Shares comprised in the Put Option Notice in accordance with this Section 6.9(d) such holder payment to be by certified way of wire or bank check or wire telegraphic transfer of immediately available federal funds to the purchase price of account specified in the Echo Shares being purchased by Echo (or its designated assignee). The delivery of a certificate or certificates for Echo Shares by any Person selling Echo Shares pursuant to any Management Put Option will be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Echo Shares; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Echo Shares as contemplated; and (iii) such Echo Shares are free and clear of any and all liens or encumbrancesNotice.