PRE-EMPTION RIGHTS. 9.1 If the CBC intends to sell Selected Mortgage Receivables (as defined in Schedule 4) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or third party nominated by such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice. 9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor shall: (a) pay to the CBC Account or such other account as the CBC may direct, an amount in cash equal to the purchase price specified in the relevant Offer Notice; and (b) offer the Offer Notice signed by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notary. 9.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same terms. 9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9, mutatis mutandis.
Appears in 3 contracts
Samples: Guarantee Support Agreement, Guarantee Support Agreement, Guarantee Support Agreement
PRE-EMPTION RIGHTS. 9.1 If Subject to Clause 9.6 and without prejudice to any statutory pre-emption rights under the CBC intends Act, if the Company proposes to sell Selected Mortgage Receivables allot and issue new Securities (as defined in Schedule 4) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement“New Securities”), it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full each AHG Shareholder is entitled but not in part by the Transferor or third party nominated by obliged to subscribe for its Proportionate Entitlement to such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer NoticeNew Securities.
9.2 If the Transferor accepts Company resolves to issue New Securities, it shall give each AHG Shareholder a written notice (a “Pre-Emption Notice”) describing the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy issue of the Offer NoticeNew Securities, identifying:
9.2.1 the total number of New Securities which the Company proposes to issue;
9.2.2 the price upon which the Company proposes to issue the New Securities; and
9.2.3 the terms and conditions upon which the Company proposes to issue the New Securities.
9.3 Each AHG Shareholder shall constitute a sale by have ten (10) Business Days from the CBC to the Transferor and a release date of its receipt of the rights Pre-Emption Notice to subscribe for all or a portion of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment its Proportionate Entitlement of the purchase New Securities for the price and upon the terms and conditions specified in the relevant Offer Pre-Emption Notice. Completion , by giving written notice to the Company, and stating therein the number of the assignment contemplated New Securities to be subscribed for by such sale AHG Shareholder, provided that (i) such number may include additional New Securities which the AHG Shareholder is prepared to subscribe for in excess of its Proportionate Entitlement (if such indication is included, such notice shall take place on constituted an “Excess Securities Pre-emption Notice”) and (ii) subject to Clause 11.2, such AHG Shareholder may elect a member of its AHG Shareholder Group and/or a professional financial services institution acting as bare nominee for such AHG Shareholder to subscribe for such number of New Securities.
9.4 In the CBC Payment Date first occurring after receipt by the Transferor of such Offer event that an AHG Shareholder does not respond to a Pre-Emption Notice or such AHG Shareholder does not agree to subscribe for any or all of its Proportionate Entitlement of the New Securities on offer (such AHG Shareholder, a “Non-Fully Subscribing AHG Shareholder”), but one or more other date as AHG Shareholders agree to subscribe for all of its or their Proportionate Entitlement of the CBC New Securities on offer (each, a “Subscribing AHG Shareholder”), then if any such Subscribing AHG Shareholders have indicated an interest in subscribing for New Securities in excess of its or their Proportionate Entitlement by submitting and Excess Securities Pre-emption Notice pursuant to Clause 9.3 then such Subscribing AHG Shareholders shall have the right to subscribe for all or a portion of the amount of the New Securities that all Non-Fully Subscribing AHG Shareholders have not agreed to subscribe for (the “Shortfall Securities”) based upon their Proportionate Entitlement disregarding the Non-Fully Subscribing AHG Shareholder’s Proportionate Entitlement, and the Company shall notify the relevant Subscribing Shareholders of the number of Shortfall Securities that have been allocated to them pursuant to their election pursuant to their Excess Shares Pre-Emption Notice.
9.5 If any of the New Securities offered to the AHG Shareholders in accordance with Clause 9 remain unallocated and/or unsubscribed for following the process specified in Clauses 9.1 to 9.4, then such New Securities may direct in be allotted and issued at the Offer Notice. On or prior discretion of the Board, provided that such New Securities shall not be allotted and issued (i) to such date any Ineligible Person and (ii) on more beneficial terms than those offered to the Transferor shallAHG Shareholders.
9.6 The Parties agree that the terms of Clauses 9.1 to 9.4 shall not apply to:
(a) pay 9.6.1 an issuance of New Securities on an IPO;
9.6.2 any issuance of New Securities for the purposes of Emergency Funding;
9.6.3 the issuance or grant of MIP Shares pursuant to any Management Incentive Plan that has been approved by the CBC Account or such other account as the CBC may direct, an amount in cash equal to the purchase price specified in the relevant Offer NoticeBoard; and
(b) offer 9.6.4 the Offer Notice signed issuance of New Securities by the CBC, the Security Trustee and itself at its own costs and expenses one Group Company to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notaryanother Group Company.
9.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same terms.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9, mutatis mutandis.
Appears in 3 contracts
Samples: Shareholder Agreement (Prudential Financial Inc), Shareholders’ Agreement (Prudential Investment Portfolios, Inc. 15), Shareholders’ Agreement (Squarepoint Ops LLC)
PRE-EMPTION RIGHTS.
9.1 If the CBC intends to sell Selected Mortgage Receivables (as defined in Schedule 4) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor Transferors or any third party appointed by the such Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor Transferor(s) or third party nominated by such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If any of the Transferor applicable Transferors accepts the CBC's offer to sell the Selected Mortgage Receivables, the relevant Transferor or Transferors shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the that Transferor or those Transferors and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the relevant Transferor or Transferors of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor relevant Transferor(s) shall:
(a) pay to the CBC Account or such other account as the CBC may direct, an amount in cash equal to the purchase price specified in the relevant Offer Notice; and
(b) offer the Offer Notice signed by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notaryregistration.
9.3 If the Transferor rejects Transferors reject or fails fail within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party (other than any Transferor) on substantially the same terms.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor Transferors or any third party appointed by the Transferor Transferors on the same terms, and substantially in the manner as set out in this Clause 9above, mutatis mutandis.
Appears in 2 contracts
Samples: Guarantee Support Agreement, Guarantee Support Agreement
PRE-EMPTION RIGHTS. 9.1 10.1 If the CBC intends to sell Selected Mortgage Receivables (as defined in Schedule 4) and 4 to this Agreement), the Beneficiary Rights relating thereto and the NHG Advance Rights on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and Receivables, the Beneficiary Rights relating thereto and the NHG Advance Rights for sale on the same terms to the Transferor Transferor, the Originators or any third party within the Aegon group appointed by the TransferorTransferor or any Originator, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor Transferor, any Originator or third party nominated within the Aegon group appointed by such offereethe Transferor or any Originator, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 10.2 If the Transferor, any Originator or a third party within the Aegon group appointed by the Transferor or any Originator accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor, the relevant Originator or such third party within the Aegon group appointed by the Transferor or an Originator shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor, the relevant Originator or such third party within the Aegon group appointed by the Transferor or an Originator and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor, the relevant Originator or such third party within the Aegon group appointed by the Transferor or an Originator of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor, the relevant Originator or such third party within the Aegon group appointed by the Transferor or an Originator shall:
(a) pay to (i) the CBC Account or (ii) such other account as to the extent such is necessary in connection with the sale of Selected Mortgage Receivables or subject to prior consent of the CBC may directAccount Bank (such consent not to be unreasonably withheld), an amount in cash equal to the purchase price specified in the relevant Offer Notice; and
(b) offer the Offer Notice signed by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notary.
9.3 10.3 If the Transferor rejects and the Originators or fails a third party within the Aegon group appointed by the Transferor or any Originator reject or fail within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same terms.
9.4 10.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 910, mutatis mutandis.
10.5 If the CBC receives, after the right of first refusal of the Transferor and the Originators as set out in Clause 10.3 hereof has not been exercised, an offer from a third party to purchase the Selected Transferred Assets, the CBC will notify the Transferor and the Originators of such offer and, within five
Appears in 2 contracts
Samples: Guarantee Support Agreement, Guarantee Support Agreement
PRE-EMPTION RIGHTS. 9.1 10.1 If the CBC intends to sell Selected Mortgage Receivables (as defined in Schedule 43 to this Agreement) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the TransferorTransferor or, in respect of Achmea Hypotheken Mortgage Receivables, subject to the CBC Master Purchase Agreement, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or such third party nominated appointed by such offereethe Transferor, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice. The CBC shall only sell and transfer Achmea Hypotheken Mortgage Receivables to a third party subject to and in accordance with the CBC Master Purchase Agreement.
9.2 10.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor or such third party appointed by the Transferor shall:
(a) pay to (i) the CBC Account or (ii) such other account as to the extent such is necessary in connection with the sale of Selected Mortgage Receivables or subject to prior consent of the CBC may directAccount Bank (such consent not to be unreasonably withheld), an amount in cash equal to the purchase price specified in the relevant Offer Notice; and
(b) offer the Offer Notice duly signed by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notary.
9.3 10.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables Receivables, other than the Achmea Hypotheken Mortgage Receivables, shall be offered for sale by the CBC to any third party on substantially the same terms. The CBC shall only offer to sell Achmea Hypotheken Mortgage Receivables to a third party subject to and in accordance with the CBC Master Purchase Agreement.
9.4 10.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 910, mutatis mutandis.
10.5 If the CBC receives, after the right of first refusal of the Transferor as set out in Clause 10.3 hereof has not been exercised, an offer from a third party to purchase the Selected Transferred Assets, the CBC will notify the Transferor of such offer and, within five (5) Business Days after such notice, the Transferor or a third party appointed by the Transferor has the right to match the offer to purchase the Selected Transferred Assets on the same terms and conditions as the offer of such third party and, if the Transferor or a third party appointed by the Transferor offers to purchase the Selected Transferred Assets on the same terms and conditions as the offer of such third party, the CBC shall accept such offer of the Transferor in accordance with Clause 10.2 hereof.
Appears in 2 contracts
Samples: Guarantee Support Agreement, Guarantee Support Agreement
PRE-EMPTION RIGHTS. 9.1 If Subject to Clause 9.6 and without prejudice to any statutory pre-emption rights under the CBC intends Act, if the Company proposes to sell Selected Mortgage Receivables allot and issue new Securities (as defined in Schedule 4) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement“New Securities”), it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full each AHG Shareholder is entitled but not in part by the Transferor or third party nominated by obliged to subscribe for its Proportionate Entitlement to such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer NoticeNew Securities.
9.2 If the Transferor accepts Company resolves to issue New Securities, it shall give each AHG Shareholder a written notice (a “Pre-Emption Notice”) describing the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy issue of the Offer NoticeNew Securities, identifying:
9.2.1 the total number of New Securities which the Company proposes to issue;
9.2.2 the price upon which the Company proposes to issue the New Securities; and
9.2.3 the terms and conditions upon which the Company proposes to issue the New Securities.
9.3 Each AHG Shareholder shall constitute a sale by have ten (10) Business Days from the CBC to the Transferor and a release date of its receipt of the rights Pre-Emption Notice to subscribe for all or a portion of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment its Proportionate Entitlement of the purchase New Securities for the price and upon the terms and conditions specified in the relevant Offer Pre-Emption Notice. Completion , by giving written notice to the Company, and stating therein the number of the assignment contemplated New Securities to be subscribed for by such sale AHG Shareholder, provided that (i) such number may include additional New Securities which the AHG Shareholder is prepared to subscribe for in excess of its Proportionate Entitlement (if such indication is included, such notice shall take place on constituted an “Excess Securities Pre-emption Notice”) and (ii) subject to Clause 11.2, such AHG Shareholder may elect a member of its AHG Shareholder Group and/or a professional financial services institution acting as bare nominee for such AHG Shareholder to subscribe for such number of New Securities.
9.4 In the CBC Payment Date first occurring after receipt by the Transferor of such Offer event that an AHG Shareholder does not respond to a Pre-Emption Notice or such AHG Shareholder does not agree to subscribe for any or all of its Proportionate Entitlement of the New Securities on offer (such AHG Shareholder, a “Non-Fully Subscribing AHG Shareholder”), but one or more other date as AHG Shareholders agree to subscribe for all of its or their Proportionate Entitlement of the CBC New Securities on offer (each, a “Subscribing AHG Shareholder”), then if any such Subscribing AHG Shareholders have indicated an interest in subscribing for New Securities in excess of its or their Proportionate Entitlement by submitting and Excess Securities Pre-emption Notice pursuant to Clause 9.3 then such Subscribing AHG Shareholders shall have the right to subscribe for all or a portion of the amount of the New Securities that all Non-Fully Subscribing AHG Shareholders have not agreed to subscribe for (the “Shortfall Securities”) based upon their Proportionate Entitlement disregarding the Non-Fully Subscribing AHG Shareholder’s Proportionate Entitlement, and the Company shall notify the relevant Subscribing Shareholders of the number of Shortfall Securities that have been allocated to them pursuant to their election pursuant to their Excess Shares Pre-Emption Notice.
9.5 If any of the New Securities offered to the AHG Shareholders in accordance with Clause 9 remain unallocated and/or unsubscribed for following the process specified in Clauses 9.1 to 9.4, then such New Securities may direct in be allotted and issued at the Offer Notice. On or prior discretion of the Board, provided that such New Securities shall not be allotted and issued (i) to such date any Ineligible Person and (ii) on more beneficial terms than those offered to the Transferor shallAHG Shareholders.
9.6 The Parties agree that the terms of Clauses 9.1 to 9.4 shall not apply to:
(a) pay 9.6.1 an issuance of New Securities on an IPO;
9.6.2 any issuance of New Securities for the purposes of Emergency Funding;
9.6.3 the issuance or grant of MIP Shares pursuant to any Management Incentive Plan that has been approved by the CBC Account or such other account as the CBC may direct, an amount in cash equal to the purchase price specified in the relevant Offer NoticeBoard; and
(b) offer 9.6.4 the Offer Notice signed issuance of New Securities by the CBC, the Security Trustee and itself at its own costs and expenses one Group Company to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notaryanother Group Company.
9.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same terms.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9, mutatis mutandis.
Appears in 1 contract
PRE-EMPTION RIGHTS. 9.1 If the CBC intends to sell Selected Mortgage Receivables (as defined in Schedule 4) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or such third party nominated appointed by such offereethe Transferor, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor or such third party appointed by the Transferor shall:
(a) pay to the CBC Account or such other account as the CBC may direct, an amount in cash equal to the purchase price specified in the relevant Offer Notice; and
(b) offer the Offer Notice duly signed by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notary.
9.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same terms.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9, mutatis mutandis.
9.5 If the CBC receives, after the right of first refusal of the Transferor as set out in Clause 9.3 hereof has not been exercised, an offer from a third party to purchase the Selected Transferred Assets, the CBC will notify the Transferor of such offer and, within five (5) Business Days after such notice, the Transferor or a third party appointed by the Transferor has the right to match the offer to purchase the Selected Transferred Assets on the same terms and conditions as the offer of such third party and, if the Transferor or a third party appointed by the Transferor offers to purchase the Selected Transferred Assets on the same terms and conditions as the offer of such third party, the CBC shall accept such offer of the Transferor (or a third party authorised by the Transferor) in accordance with Clause
Appears in 1 contract
Samples: Guarantee Support Agreement
PRE-EMPTION RIGHTS. 9.1 If (a) A Shareholder may transfer its Shares and Warrants at any time after whichever is the CBC intends later of (i) the second anniversary of this Agreement or (ii) the expiry of the period for the completion of the TDF Put Right or, as the case may be, the Company Call Right, in accordance with the provisions of this clause 9.4. Subject to sell Selected Mortgage Receivables clauses 9.2, 9.3, 9.5 and 9.12, if a Shareholder (for the purposes of this clause 9.4, the "Selling Shareholder") wishes to transfer all (but not part of) its Shares and Warrants in the Company (collectively the "Vendor Interest") it shall give to the other Shareholder notice in writing of such desire (for the purposes of this clause 9.4 a "Transfer Notice"). A Selling Shareholder may only serve a Transfer Notice if it has first agreed (on a subject to contract basis) the material terms relating to that transfer (including a cash price) for the Vendor Interest with a bona fide third party purchaser. A Transfer Notice shall specify the name of the person (the "Proposed Purchaser") to whom the Selling Shareholder proposes to transfer the Vendor Interest (any shares comprised in the Vendor Interest being for the purposes of this clause 9.4 referred to as defined in Schedule 4the "Sale Shares" and, as applicable, any Warrants referred to as "Sale Warrants") and the Beneficiary Rights relating thereto cash price per Sale Share and, as applicable, the cash price per Sale Warrant at which the Selling Shareholder proposes to so transfer (the "Sale Price").
(b) If the other Shareholder shall give notice to the Selling Shareholder that it wishes to purchase the Sale Shares and, as applicable, the Sale Warrants at the Sale Price on terms permitted or required before the date which falls 30 days after such notice (the date on which the other Shareholder gives such notice being referred to as the "Acceptance Date") of the date of receipt of the Transfer Notice by the Asset Monitoring Agreementother Shareholder, it the Selling Shareholder shall first offer such Selected Mortgage Receivables be bound upon receipt of the Sale Price to transfer the Sale Shares and, as applicable, Sale Warrants to the other Shareholder and the Beneficiary Rights relating thereto for sale on other Shareholder shall be bound to purchase the same terms Sale Warrants at the Sale Price.
(c) If the other Shareholder shall notify the Selling Shareholder that it is not willing to purchase all of the Sale Shares and, as applicable, the Sale Warrants at the Sale Price pursuant to the Transferor foregoing provisions of this clause 9.4 or any third party appointed by the Transferorother Shareholder fails to give notice to the Selling Shareholder in accordance with clause 9.4(b), by sending a notice substantially then in the form event that the Selling Shareholder wishes to transfer the Sale Shares and, as applicable, the Sale Warrants the Selling Shareholder shall not be obliged to sell any of an Offer the Sales Shares or, as applicable, the Sale Warrants to the other Shareholder and shall, subject to clause 9.5, be at liberty at any time within 6 months after the Acceptance Date to sell and transfer all (but not part of) the Sale Shares and, as applicable, the Sale Warrants to the person whose name was specified in the Transfer Notice at a cash price not being less than the Sale Price.
(d) Subject to clause 9.4(e), he closing of any sale of Sale Shares and, as applicable, Sale Warrants pursuant to this clause 9.4 shall, subject to the satisfaction of the conditions precedent set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or third party nominated by such offeree2, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on any Business Day within 6 months after the CBC Payment Acceptance Date first occurring after receipt as nominated by the Transferor Selling Shareholder (or, if later, such date which is the second Business Day after the date on which such conditions shall have been satisfied) at a time and place specified by the Selling Shareholder by not less than 14 days' notice in writing. On the closing date, the Selling Shareholder shall deliver (i) duly executed transfers in respect of such Offer Notice or Sale Shares and, as applicable, Sale Warrants and the share and, as applicable, warrant certificate(s) in respect thereof (which Sale Shares and Sale Warrants shall be sold free and clear of any Liens) and (ii) such other date documents, including evidence of ownership and authority, as the CBC other Shareholder may direct reasonably request, against which the other Shareholder shall pay the Sale Price. In connection with such closing, the Selling Shareholder and the other Shareholder shall also provide such other customary closing certificate and opinions as the other Shareholder or, as the case may be, the Selling Shareholder may reasonably request. The sale of any shares under the above provisions of this clause shall comprise the entire legal and beneficial ownership of the Sale Shares and, as applicable, Sale Warrants in the Offer Notice. On or prior to such date the Transferor shall:question with a full title guarantee covenant.
(ae) pay Notwithstanding clause 9.4(d), if CCIC is not the Selling Shareholder, CCIC shall, at its option, be entitled to discharge the Sale Price by issuing to the CBC Account or Selling Shareholder (instead of cash) such other account number of shares of Common Stock (the "TdF Pre-emption Shares") as the CBC may direct, have an amount in cash aggregate price equal to the purchase Sale Price divided by the weighted average price specified per share of Common Stock over the five trading days on the principal stock exchange on which such Common Stock was traded immediately preceding the closing of the sale of the Sale Shares and the Sale Warrants (discounted by 15 per cent.). If CCIC so elects, CCIC shall deliver to TdF at the closing of the sale of the Sale Shares and the Sale Warrants the TdF Pre-emption Shares (and certificates in respect thereof) registered in the relevant Offer Notice; and
name of TdF (bor, as it may require, its nominees or Affiliates). The provisions of clause 9.7(e) offer the Offer Notice signed by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notary.
9.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables (d) shall be offered for sale by the CBC to any third party on substantially the same terms.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9apply, mutatis mutandis, in respect of the TdF Pre-emption Shares.
Appears in 1 contract
Samples: Shareholders' Agreement (Crown Castle International Corp)
PRE-EMPTION RIGHTS. 9.1 If (a) A Shareholder may transfer its Shares and Warrants at any time after whichever is the CBC intends later of (i) the second anniversary of this Agreement or (ii) the expiry of the period for the completion of the TDF Put Right or, as the case may be, the Company Call Right, in accordance with the provisions of this clause 9.4. Subject to sell Selected Mortgage Receivables clauses 9.2, 9.3, 9.5 and 9.12, if a Shareholder (for the purposes of this clause 9.4, the "SELLING SHAREHOLDER") wishes to transfer all (but not part of) its Shares and Warrants in the Company (collectively the "VENDOR INTEREST") it shall give to the other Shareholder notice in writing of such desire (for the purposes of this clause 9.4 a "TRANSFER NOTICE"). A Selling Shareholder may only serve a Transfer Notice if it has first agreed (on a subject to contract basis) the material terms relating to that transfer (including a cash price) for the Vendor Interest with a bona fide third party purchaser. A Transfer Notice shall specify the name of the person (the "PROPOSED PURCHASER") to whom the Selling Shareholder proposes to transfer the Vendor Interest (any shares comprised in the Vendor Interest being for the purposes of this clause 9.4 referred to as defined in Schedule 4the "SALE SHARES" and, as applicable, any Warrants referred to as "SALE WARRANTS") and the Beneficiary Rights relating thereto cash price per Sale Share and, as applicable, the cash price per Sale Warrant at which the Selling Shareholder proposes to so transfer (the "SALE PRICE").
(b) If the other Shareholder shall give notice to the Selling Shareholder that it wishes to purchase the Sale Shares and, as applicable, the Sale Warrants at the Sale Price on terms permitted or required before the date which falls 30 days after such notice (the date on which the other Shareholder gives such notice being referred to as the "ACCEPTANCE DATE") of the date of receipt of the Transfer Notice by the Asset Monitoring Agreementother Shareholder, it the Selling Shareholder shall first offer such Selected Mortgage Receivables be bound upon receipt of the Sale Price to transfer the Sale Shares and, as applicable, Sale Warrants to the other Shareholder and the Beneficiary Rights relating thereto for sale on other Shareholder shall be bound to purchase the same terms Sale Warrants at the Sale Price.
(c) If the other Shareholder shall notify the Selling Shareholder that it is not willing to purchase all of the Sale Shares and, as applicable, the Sale Warrants at the Sale Price pursuant to the Transferor foregoing provisions of this clause 9.4 or any third party appointed by the Transferorother Shareholder fails to give notice to the Selling Shareholder in accordance with clause 9.4(b), by sending a notice substantially then in the form event that the Selling Shareholder wishes to transfer the Sale Shares and, as applicable, the Sale Warrants the Selling Shareholder shall not be obliged to sell any of an Offer the Sales Shares or, as applicable, the Sale Warrants to the other Shareholder and shall, subject to clause 9.5, be at liberty at any time within 6 months after the Acceptance Date to sell and transfer all (but not part of) the Sale Shares and, as applicable, the Sale Warrants to the person whose name was specified in the Transfer Notice at a cash price not being less than the Sale Price.
(d) Subject to clause 9.4(e), he closing of any sale of Sale Shares and, as applicable, Sale Warrants pursuant to this clause 9.4 shall, subject to the satisfaction of the conditions precedent set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or third party nominated by such offeree2, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on any Business Day within 6 months after the CBC Payment Acceptance Date first occurring after receipt as nominated by the Transferor Selling Shareholder (or, if later, such date which is the second Business Day after the date on which such conditions shall have been satisfied) at a time and place specified by the Selling Shareholder by not less than 14 days' notice in writing. On the closing date, the Selling Shareholder shall deliver (i) duly executed transfers in respect of such Offer Notice or Sale Shares and, as applicable, Sale Warrants and the share and, as applicable, warrant certificate(s) in respect thereof (which Sale Shares and Sale Warrants shall be sold free and clear of any Liens) and (ii) such other date documents, including evidence of ownership and authority, as the CBC other Shareholder may direct reasonably request, against which the other Shareholder shall pay the Sale Price. In connection with such closing, the Selling Shareholder and the other Shareholder shall also provide such other customary closing certificate and opinions as the other Shareholder or, as the case may be, the Selling Shareholder may reasonably request. The sale of any shares under the above provisions of this clause shall comprise the entire legal and beneficial ownership of the Sale Shares and, as applicable, Sale Warrants in the Offer Notice. On or prior to such date the Transferor shall:question with a full title guarantee covenant.
(ae) pay Notwithstanding clause 9.4(d), if CCIC is not the Selling Shareholder, CCIC shall, at its option, be entitled to discharge the Sale Price by issuing to the CBC Account or Selling Shareholder (instead of cash) such other account number of shares of Common Stock (the "TDFI PRE-EMPTION SHARES") as the CBC may direct, have an amount in cash aggregate price equal to the purchase Sale Price divided by the weighted average price specified per share of Common Stock over the five trading days on the principal stock exchange on which such Common Stock was traded immediately preceding the closing of the sale of the Sale Shares and the Sale Warrants (discounted by 15 per cent.). If CCIC so elects, CCIC shall deliver to TdFI at the closing of the sale of the Sale Shares and the Sale Warrants the TdFI Pre-emption Shares (and certificates in respect thereof) registered in the relevant Offer Notice; and
name of TdFI (bor, as it may require, its nominees or Affiliates). The provisions of clause 9.7(e) offer the Offer Notice signed by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notary.
9.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables (d) shall be offered for sale by the CBC to any third party on substantially the same terms.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9apply, mutatis mutandis, in respect of the TdFI Pre-emption Shares.
Appears in 1 contract
Samples: Shareholders' Agreement (Crown Castle International Corp)
PRE-EMPTION RIGHTS. 9.1 If the CBC intends to sell Selected Mortgage Receivables (as defined in Schedule 4) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or such third party nominated appointed by such offereethe Transferor, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor or such third party appointed by the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor or such third party appointed by the Transferor shall:
(a) pay to the CBC Account or such other account as the CBC may direct, an amount in cash equal to the purchase price specified in the relevant Offer Notice; and
(b) offer the Offer Notice duly signed by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notary.
9.3 If the Transferor or such third party appointed by the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same terms.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9, mutatis mutandis.
9.5 If the CBC receives, after the right of first refusal of the Transferor as set out in Clause Error! Reference source not found. hereof has not been exercised, an offer from a third party to purchase the Selected Transferred Assets, the CBC will notify the Transferor of such offer and, within five
Appears in 1 contract
Samples: Guarantee Support Agreement
PRE-EMPTION RIGHTS. 9.1 If Subject to Clause 9.6 and without prejudice to any statutory pre-emption rights under the CBC intends Act, if the Company proposes to sell Selected Mortgage Receivables allot and issue new Securities (as defined in Schedule 4) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement“New Securities”), it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full each AHG Shareholder is entitled but not in part by the Transferor or third party nominated by obliged to subscribe for its Proportionate Entitlement to such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer NoticeNew Securities.
9.2 If the Transferor accepts Company resolves to issue New Securities, it shall give each AHG Shareholder a written notice (a “Pre-Emption Notice”) describing the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy issue of the Offer NoticeNew Securities, identifying:
9.2.1 the total number of New Securities which the Company proposes to issue;
9.2.2 the price upon which the Company proposes to issue the New Securities; and
9.2.3 the terms and conditions upon which the Company proposes to issue the New Securities.
9.3 Each AHG Shareholder shall constitute a sale by have ten (10) Business Days from the CBC to the Transferor and a release date of its receipt of the rights Pre-Emption Notice to subscribe for all or a portion of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment its Proportionate Entitlement of the purchase New Securities for the price and upon the terms and conditions specified in the relevant Offer Pre-Emption Notice. Completion , by giving written notice to the Company, and stating therein the number of the assignment contemplated New Securities to be subscribed for by such sale AHG Shareholder, provided that (i) such number may include additional New Securities which the AHG Shareholder is prepared to subscribe for in excess of its Proportionate Entitlement (if such indication is included, such notice shall take place on constituted an “Excess Securities Pre-emption Notice”) and (ii) subject to Clause 11.2, such AHG Shareholder may elect a member of its AHG Shareholder Group and/or a professional financial services institution acting as bare nominee for such AHG Shareholder to subscribe for such number of New Securities.
9.4 In the CBC Payment Date first occurring after receipt by the Transferor of such Offer event that an AHG Shareholder does not respond to a Pre-Emption Notice or such AHG Shareholder does not agree to subscribe for any or all of its Proportionate Entitlement of the New Securities on offer (such AHG Shareholder, a “Non-Fully Subscribing AHG Shareholder”), but one or more other date as AHG Shareholders agree to subscribe for all of its or their Proportionate Entitlement of the CBC New Securities on offer (each, a “Subscribing AHG Shareholder”), then if any such Subscribing AHG Shareholders have indicated an interest in subscribing for New Securities in excess of its or their Proportionate Entitlement by submitting and Excess Securities Pre-emption Notice pursuant to Clause 9.3 then such Subscribing AHG Shareholders shall have the right to subscribe for all or a portion of the amount of the New Securities that all Non- Fully Subscribing AHG Shareholders have not agreed to subscribe for (the “Shortfall Securities”) based upon their Proportionate Entitlement disregarding the Non-Fully Subscribing AHG Shareholder’s Proportionate Entitlement, and the Company shall notify the relevant Subscribing Shareholders of the number of Shortfall Securities that have been allocated to them pursuant to their election pursuant to their Excess Shares Pre-Emption Notice.
9.5 If any of the New Securities offered to the AHG Shareholders in accordance with Clause 9 remain unallocated and/or unsubscribed for following the process specified in Clauses 9.1 to 9.4, then such New Securities may direct in be allotted and issued at the Offer Notice. On or prior discretion of the Board, provided that such New Securities shall not be allotted and issued (i) to such date any Ineligible Person and (ii) on more beneficial terms than those offered to the Transferor shallAHG Shareholders.
9.6 The Parties agree that the terms of Clauses 9.1 to 9.4 shall not apply to:
(a) pay 9.6.1 an issuance of New Securities on an IPO;
9.6.2 any issuance of New Securities for the purposes of Emergency Funding;
9.6.3 the issuance or grant of MIP Shares pursuant to any Management Incentive Plan that has been approved by the CBC Account or such other account as the CBC may direct, an amount in cash equal to the purchase price specified in the relevant Offer NoticeBoard; and
(b) offer 9.6.4 the Offer Notice signed issuance of New Securities by the CBC, the Security Trustee and itself at its own costs and expenses one Group Company to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notaryanother Group Company.
9.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same terms.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9, mutatis mutandis.
Appears in 1 contract
PRE-EMPTION RIGHTS. 9.1
10.1 If the CBC intends to sell Selected Mortgage Receivables (as defined in Schedule 44 to this Agreement) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor Transferors or any third party appointed by the such Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor Transferor(s) or third party nominated by such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 10.2 If any of the Transferor applicable Transferors accepts the CBC's offer to sell the Selected Mortgage Receivables, the relevant Transferor or Transferors shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the that Transferor or those Transferors and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the relevant Transferor or Transferors of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the relevant Transferor(s) or such third party appointed by a Transferor shall:
(a) pay (i) to the CBC Account or (ii) such other account as to the extent such is necessary in connection with the sale of Selected Mortgage Receivables or subject to prior consent of the CBC may directAccount Bank (such consent not to be unreasonably withheld), an amount in cash equal to the purchase price specified in the relevant Offer Notice; and
(b) offer the Offer Notice duly signed by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notary.
9.3 10.3 If the Transferor rejects Transferors reject or fails fail within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party (other than any Transferor) on substantially the same terms.
9.4 10.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor Transferors or any third party appointed by the Transferor Transferors on the same terms, and substantially in the manner as set out above in this Clause 910, mutatis mutandis.
10.5 If the CBC receives, after the right of first refusal of the Transferors as set out in Clause 10.3 hereof has not been exercised, an offer from a third party to purchase the Selected Transferred Assets, the CBC will notify the Transferors of such offer and, within five (5) Business Days after such notice, the Transferors or a third party appointed by the Transferors have the right to match the offer to purchase the Selected Transferred Assets on the same terms and conditions as the offer of such third party and, if the Transferors or a third party appointed by the Transferors offer to purchase the Selected Transferred Assets on the same terms and conditions as the offer of such third party, the CBC shall accept such offer of the Transferors in accordance with Clause 10.2 hereof.
Appears in 1 contract
Samples: Guarantee Support Agreement
PRE-EMPTION RIGHTS. 9.1 If the CBC intends parties do agree in writing that the Company will issue securities (including Shares) the Shareholders shall cause the Directors to sell Selected Mortgage Receivables (as defined in Schedule 4) and apply the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or third party nominated by such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor shallfollowing procedures:
(a) pay The Company must issue an invitation to each Shareholder to subscribe for securities in their Shareholding Proportion ("OFFER SHARES").
(b) Where the number of Offer Shares that would otherwise be offered to a Shareholder includes a fraction, that fraction will be rounded up or down as determined by the Secretary acting in good faith.
(c) The invitation to subscribe for the Offer Shares must be made by written notice specifying the total number of Offer Shares and the Shareholding Proportion offered to each Shareholder, the subscription price, and the period of 20 Business Days within which the Shareholder must give notice under clause 3.2(d) after which time the invitation will lapse.
(d) A Shareholder must by written notice to the CBC Account Secretary:
(i) reject all of the Offer Shares offered to it;
(ii) accept a lesser number of such Offer Shares;
(iii) accept all of such Offer Shares; or
(iv) accept all of such Offer Shares and indicate the number of additional Offer Shares it would be prepared to subscribe for.
(e) If a Shareholder does not advise the Secretary as required by clause 3.2(d), the Shareholder shall be deemed to have rejected all of the Offer Shares.
(f) If a Shareholder rejects all of the Offer Shares offered to it or such accept a lesser number of Offer Shares than offered to it, those Offer Shares which are not so accepted must then be offered to those Shareholders who indicated they would be prepared to subscribe for additional Offer Shares in accordance with the number of additional Offer Shares those Shareholders indicated they would be prepared to subscribe for, or if there were more additional Offer Shares so specified by the other account as Shareholders than were rejected by the CBC may directShareholder concerned, an amount in cash equal then the additional Offer Shares must be offered on a pro-rata basis with the process continuing until all additional Offer Shares have been accepted and allocated to the purchase price specified in the relevant Offer NoticeShareholders or no Shareholder is willing to take up any remaining balance; and
(bg) offer If the Company does not receive sufficient acceptances in relation to all of the Offer Notice signed Shares at the relevant subscription price, the Company may offer any remaining Offer Shares for subscription at the subscription price within 40 Business Days of the end of the procedures under sub-clauses (a)- (f) of this clause 3.2 to any person who agrees in writing in the form of the Accession Deed to be bound by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notaryterms of this Agreement.
9.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same terms.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9, mutatis mutandis.
Appears in 1 contract
Samples: Shareholder Agreement (Voice Iq Inc)
PRE-EMPTION RIGHTS. 9.1 If 10.1.1 The rights of the CBC intends Shareholders to sell Selected Mortgage Receivables sell, transfer, assign, pledge, charge, encumber or otherwise dispose of their shareholding in the Company (as defined in Schedule 4or any part thereof) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms be subject to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as restrictions and provisions set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or third party nominated by such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor shallbelow :
(a) pay In the event any Shareholder desires to the CBC Account dispose of all or such other account as the CBC may direct, an amount in cash equal to the purchase price specified any portion of their shareholding in the relevant Offer Company pursuant to a bona-fide third party offer for the shares (“Transferor”), the Transferor shall first afford the other Shareholders (“the Transferees”) a right of first refusal with regard to those shares (“the Relevant Shares”) in proportion to such Transferee’s shareholding in the Company. In this regard, the Transferor shall give the Transferees written notice (hereinafter called a “Transfer Notice; and”) of the
(b) offer Transferor’s intention to dispose of the Offer Relevant Shares, which notice shall include the proposed transferee, the number of shares to be transferred, the price per share, and the terms of payment.
(c) Upon receipt of the Transfer Notice, the Transferees shall have the option, but not the obligation, to purchase the Relevant Shares at either (i) the same terms and conditions price for the Relevant Shares as set forth in the Transfer Notice, or (ii) to request that the Shareholders appoint an independent firm (at the cost and expense of the Transferor) to determine the sale price per Relevant Share in accordance with the shareholders funds or the net tangible assets (whichever is lower) of the Company as at the date of the Transfer Notice signed (“the Prescribed Price”).
(d) In the event the Transferees determine to accept the terms contained in the Transfer Notice or upon the determination of and purchase of the Relevant Shares at the Prescribed Price, the Relevant Shares shall promptly be offered by the CBCTransferor by notice in writing to the Transferees (and if there is more than one Transferee, to each Transferee in proportion to such Transferee’s shareholding in the Company) for purchase. Such offer shall be open for acceptance at any time within the Prescribed Period. The Prescribed Period shall commence on the date that :
(i) the Transferees notify the Transferor of their acceptance of the offer to purchase the Relevant Shares on the terms contained in the Transfer Notice; or
(ii) the Prescribed Price is determined; and will expire sixty (60) days thereafter, after either (i) or (ii) as applicable. The Transferee(s) so accepting the offer shall hereinafter be called the “Purchaser(s)”.
(e) If there is more than one Purchaser, each Purchaser shall have the right to purchase the Relevant Shares pro rata in accordance with the ratio that his shareholding bears to the aggregate shareholdings of all the Purchasers provided that the said Purchaser must purchase all the Relevant Shares offered to him. Upon acceptance of such offer by the Purchasers within the Prescribed Period, the Security Trustee and itself at its own costs and expenses Transferor shall be bound to sell the Relevant Shares to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notaryPurchasers as set forth above. The sale and purchase of the Relevant Shares shall be completed in accordance with the provisions herein.
9.3 (f) If the Transferor rejects or fails within offer of the requisite time limit as set out in Relevant Shares shall not be accepted by the Offer Notice to accept in full the CBC's offer to sellTransferees, then the Selected Mortgage Receivables Transferor shall be offered for sale by at liberty to transfer or dispose of the CBC Relevant Shares within a period of three (3) months from the expiry of the Prescribed Period to any third party on substantially the same termsperson identified in the Transfer Notice and in accordance with the terms thereof, subject to Clause 10.1.2 below.
9.4 If the CBC intends to sell Substitution Assets on terms permitted (g) Any transfer, disposal or required sale of shares contemplated by the Asset Monitoring Agreement, it this Clause 10.1.1 shall first offer such Substitution Assets for sale be subject to the Transferor approval(s) of the Public Authorities should such approval be required in law or any third party appointed by in practice. Completion and payment of the Transferor on Prescribed Price shall take place not less than three (3) days nor more than ten (10) Business Days after the same terms, and substantially in date of the manner as set out in this Clause 9, mutatis mutandisreceipt of such approval(s) of the Public Authorities.
Appears in 1 contract
Samples: Share Subscription and Shareholders’ Agreement (WaferGen Bio-Systems, Inc.)
PRE-EMPTION RIGHTS. 9.1 If the CBC intends to sell Selected Mortgage Receivables (as defined in Schedule 4) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or third party nominated by such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor shall:5.1 Pre-emption Rights
(a) pay The Company shall, and the Founder Parties and Haode Investment shall procure the Company to, take, or cause to be taken, all actions, and to do, or cause to be done all things necessary to ensure (including voting its Shares which it owns) that each Shareholder has a pre-emption right with respect to any future issue or sale by the CBC Account Company of any New Securities on the terms set out in this Section 5 (the “Pre-emption Right”). Each Shareholder is entitled to elect to exercise the Pre-emption Right itself or to designate another Person Controlled by such other account as Shareholder to exercise the CBC may direct, an amount in cash equal to the purchase price specified in the relevant Offer Notice; andPre-emption Right.
(b) offer If the Offer Notice signed Company proposes to issue or sell any New Securities, the Company shall provide a written notice (the “New Issuance Notice”) to each Shareholder setting out (i) the number and type of Equity Securities the New Securities proposed to be issued or sold by the CBCCompany; and (ii) the price and other material terms of the proposed issue or sale.
(c) Each Shareholder shall have the right (but not the obligation) to subscribe for or purchase, at the price and on the terms specified in the New Issuance Notice, up to such number of New Securities to be issued or sold determined by multiplying (i) the total number of the New Securities, by a fraction, the Security Trustee numerator of which is the number of Shares held by or issuable to such Shareholder (on a Fully-Diluted Basis), and itself at the denominator of which is the aggregate number of Shares held by or issuable to all Shareholders (on a Fully-Diluted Basis).
(d) Each Shareholder may exercise its own costs and expenses Pre-emption Right by giving the Company written notice (the “Pre-emption Acceptance Notice”) within ten (10) Business Days from the date of receipt of the Pre-emption Notice (the “Pre-emption Period”) specifying the number of New Securities that it accepts to subscribe for or purchase. The failure by a Shareholder to give a Pre-emption Acceptance Notice within the Pre-emption Period shall be deemed to be a waiver of such Shareholder’s Pre-emption Right.
(e) In the event that one or more Shareholder fail to fully exercise its Pre-emption Right, or decline or is deemed pursuant to Section 5.1(d) to have waived its Pre-emption Right, the Company shall give written notice (the “Oversubscription Notice”) to each Shareholder electing to fully exercise its Pre-emption Right (a “Pre-emption Electing Shareholder”) within five (5) Business Days of the expiry of the Pre-emption Period specifying the number of the remaining New Securities (the “Oversubscription Pre-emption Shares”). Each Pre-emption Electing Shareholder shall have the right (but not the obligation) to subscribe for or purchase all or part of the Oversubscription Pre-emption Shares by giving the Company written notice (the “Oversubscription Acceptance Notice”) within five (5) Business Days of the receipt of the Oversubscription Notice, provided that if the aggregate number of Oversubscription Pre-emption Shares that the Pre-emption Electing Shareholder have indicated a willingness to subscribe for or purchase in their Oversubscription Acceptance Notice exceeds the actual number of Oversubscription Pre-emption Shares, the Oversubscription Pre-emption Shares shall be allocated to the Dutch tax authorities for registration Pre-emption Electing Shareholder on a pro-rata basis, being a fraction, the numerator of which is the number of Shares held by or execute issuable to such Offer Pre-emption Electing Shareholder (on a Fully-Diluted Basis), and the denominator of which is the aggregate number of Shares held by or issuable to all Pre-emption Electing Shareholders who have submitted an Oversubscription Acceptance Notice before (on a civil law notaryFully-Diluted Basis).
9.3 If the Transferor rejects or fails (f) If, within the requisite time limit as Pre-emption Period, any Shareholder fails to fully exercise or elects not to exercise the Pre-emption Right, subject to Section 5.1 and upon the approval of the Board, the Company shall be free to issue or sell the remaining number of unsubscribed New Securities on terms equal to or no more favourable than the terms set out in the Offer Notice to accept in full New Issuance Notice, provided such issue or sale is completed within three (3) months of the CBC's offer to sell, then date of the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same termsNew Issuance Notice.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9, mutatis mutandis.
Appears in 1 contract
PRE-EMPTION RIGHTS. 9.1 If the CBC intends to sell Selected Mortgage Receivables (as defined in Schedule 4) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or third party nominated by such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor shall:5.1 Pre-emption Rights
(a) pay The Company shall, and the Founder Parties and Haode Investment shall procure the Company to, take, or cause to be taken, all actions, and to do, or cause to be done all things necessary to ensure (including voting its Shares which it owns) that each Shareholder has a pre-emption right with respect to any future issue or sale by the CBC Account Company of any New Securities on the terms set out in this Section 5 (the “Pre-emption Right”). Each Shareholder is entitled to elect to exercise the Pre-emption Right itself or to designate another Person Controlled by such other account as Shareholder to exercise the CBC may direct, an amount in cash equal to the purchase price specified in the relevant Offer Notice; andPre-emption Right.
(b) offer If the Offer Notice signed Company proposes to issue or sell any New Securities, the Company shall provide a written notice (the “New Issuance Notice”) to each Shareholder setting out (i) the number and type of Equity Securities the New Securities proposed to be issued or sold by the CBCCompany; and (ii) the price and other material terms of the proposed issue or sale.
(c) Each Shareholder shall have the right (but not the obligation) to subscribe for or purchase, at the price and on the terms specified in the New Issuance Notice, up to such number of New Securities to be issued or sold determined by multiplying (i) the total number of the New Securities, by a fraction, the Security Trustee numerator of which is the number of Shares held by or issuable to such Shareholder (on a Fully-Diluted Basis), and itself at the denominator of which is the aggregate number of Shares held by or issuable to all Shareholders (on a Fully-Diluted Basis).
(d) Each Shareholder may exercise its own costs and expenses Pre-emption Right by giving the Company written notice (the “Pre-emption Acceptance Notice”) within ten (10) Business Days from the date of receipt of the Pre-emption Notice (the “Pre-emption Period”) specifying the number of New Securities that it accepts to subscribe for or purchase. The failure by a Shareholder to give a Pre-emption Acceptance Notice within the Pre-emption Period shall be deemed to be a waiver of such Shareholder’s Pre-emption Right.
(e) In the event that one or more Shareholder fail to fully exercise its Pre-emption Right, or decline or is deemed pursuant to Section 5.1(d) to have waived its Pre-emption Right, the Company shall give written notice (the “Oversubscription Notice”) to each Shareholder electing to fully exercise its Pre-emption Right (a “Pre-emption Electing Shareholder”) within five (5) Business Days of the expiry of the Pre-emption Period specifying the number of the remaining New Securities (the “Oversubscription Pre-emption Shares”). Each Pre-emption Electing Shareholder shall have the right (but not the obligation) to subscribe for or purchase all or part of the Oversubscription Pre-emption Shares by giving the Company written notice (the “Oversubscription Acceptance Notice”) within five (5) Business Days of the receipt of the Oversubscription Notice, provided that if the aggregate number of Oversubscription Pre-emption Shares that the Pre-emption Electing Shareholder have indicated a willingness to subscribe for or purchase in their Oversubscription Acceptance Notice exceeds the actual number of Oversubscription Pre-emption Shares, the Oversubscription Pre-emption Shares shall be allocated to the Dutch tax authorities for registration Pre-emption Electing Shareholder on a pro-rata basis, being a fraction, the numerator of which is the number of Shares held by or execute issuable to such Offer Pre-emption Electing Shareholder (on a Fully-Diluted Basis), and the denominator of which is the aggregate number of Shares held by or issuable to all Pre-emption Electing Shareholders who have submitted an Oversubscription Acceptance Notice before (on a civil law notaryFully-Diluted Basis).
9.3 If the Transferor rejects or fails (f) If, within the requisite time limit as Pre-emption Period, any Shareholder fails to fully exercise or elects not to exercise the Pre-emption Right, subject to Section 5.2 and upon the approval of the Board, the Company shall be free to issue or sell the remaining number of unsubscribed New Securities on terms equal to or no more favourable than the terms set out in the Offer Notice to accept in full New Issuance Notice, provided such issue or sale is completed within three (3) months of the CBC's offer to sell, then date of the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same termsNew Issuance Notice.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as set out in this Clause 9, mutatis mutandis.
Appears in 1 contract
PRE-EMPTION RIGHTS. 9.1 (a) If Freeport or a member of the CBC Inalum Group (“Transferor”) intends to sell Selected Mortgage Receivables transfer, other than, in the case of Freeport, to a Qualifying Mining Company or, in the case of either Freeport or Inalum Group, any of such Transferor’s Affiliates, any or all of its Ordinary Shares (as defined in Schedule 4“Transfer Shares”), it must, prior to the completion of such transfer, give a notice (“Transfer Notice”) to the other (the “Non-transferring Shareholders”) and the Beneficiary Rights relating thereto Company that specifies:
(i) the number of Ordinary Shares it intends to transfer (which must not be less than 5% of the issued Ordinary Shares);
(ii) the price at which it is willing to transfer the Transfer Shares (which must be a cash price only) (“Transfer Price”); and
(iii) all other material terms on terms permitted or which the Transferor is willing to transfer the Transfer Shares (which shall include an acknowledgement that certain Authorisations may be required to effect the transfer of the Transfer Shares).
(b) A Transfer Notice is irrevocable once given, unless the Non-transferring Shareholders agree otherwise.
(c) The Transfer Notice is an offer by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables Transferor to sell all (but not less than all) of the Transfer Shares to the Non-transferring Shareholders in proportion to their Percentage Interests (determined as at the date of the Transfer Notice) at the Transfer Price and the Beneficiary Rights relating thereto for sale on the same other terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing the Transfer Notice (the “Offer”).
(d) The Non-transferring Shareholders may accept the Offer as to all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full (but not in part by the Transferor or third party nominated by such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy less than all) of the Offer Transfer Shares (which may be conditional on the relevant Non-transferring Shareholder obtaining applicable Authorisations) by giving a notice (“Transfer Acceptance Notice, which shall constitute a sale by the CBC ”) to the Transferor and a release the Company within 30 days after the Transfer Notice is given (“Offer Period”), as long as such acceptance does not breach Government Regulation No. 23 of 2010 on the Implementation of Mineral and Coal Mining Business Activities and MEMR Regulation No. 9 of 2017 on the Share Divestment Procedures and the Mechanism to Determine the Price of the Divestment Share in Mineral and Coal Mining Business Sectors, each as amended from time to time. For the avoidance of doubt, the Non-transferring Shareholders shall not be permitted to assign their rights in the Transfer Acceptance Notice as the transferee of pledge the Transfer Shares, other than to an Affiliate of the Non-transferring Shareholders.
(e) If the Non-transferring Shareholders accept the Offer (whether or not conditional on the Selected Mortgage Receivables described therein by the Security Trustee relevant Non-transferring Shareholders obtaining applicable Authorisations) under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor shallthis Clause 11.2:
(ai) pay the Transferor and the Non-transferring Shareholders must enter into the documentation necessary to effect the CBC Account or such other account as transfer on the CBC may direct, an amount in cash equal to the purchase price specified terms set forth in the relevant Offer Notice; andTransfer Notice and complete the sale and purchase of the Transfer Shares on the latest of:
(bA) offer the Offer Notice signed day which is 10 days after all Authorisations required by the CBCNon-transferring Shareholders in respect of the transfer of the Transfer Shares, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notary.
9.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Transfer Acceptance Notice to accept in full are obtained, provided that if such Authorisations are not obtained within 90 days of the CBC's offer to sellTransferor receiving the Transfer Acceptance Notice, then the Selected Mortgage Receivables Transfer Acceptance Notice shall lapse and the Transferor shall be offered for sale permitted to transfer the Transfer Shares pursuant to Clause 11.2(f); and
(B) any other date the Shareholders agree on in writing before the date in Clause 11.2(e)(i)(A); and
(ii) at completion of the relevant transfer, the Non-transferring Shareholders must pay (or ensure its Affiliate pays) the Transfer Price by wire transfer of immediately available funds.
(f) If the Non-transferring Shareholders do not accept the Offer by the CBC expiry of the Offer Period, the Transferor may transfer the Transfer Shares:
(i) to any third party on substantially Person;
(ii) at a price no less than the same terms.Transfer Price; and
9.4 If the CBC intends to sell Substitution Assets (iii) on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially no more favourable in the manner as aggregate to such Person than the terms set out in this the Transfer Notice, within (i) if the Non-transferring Shareholders did not accept the Offer by the expiry of the Offer Period, three (3) months after the end of the Offer Period or (ii) if the Non-transferring Shareholders accepted the Offer, but the transaction between the Transferor and the Non-transferring Shareholders failed to close as contemplated by Clause 911.2(e)(i)(A), mutatis mutandisthree (3) months after the end of the 90 day period contemplated by Clause 11.2(e)(i)(A); provided, in each case, that if any Authorisations are required to complete such transfer, such three (3) month period shall be extended (by no longer than 12 months) to allow for such Authorisations to be obtained.
Appears in 1 contract
