Common use of Redemptions In General Clause in Contracts

Redemptions In General. The Company’s primary asset shall be its ownership interest in M & N Group Holdings, LLC, whose primary asset shall be its ownership in the units of Xxxxxxx and Xxxxxx Group, LLC. Each year beginning with the calendar year 2013 the Shareholders (other than Xxxxxxx) shall be entitled to have redeemed by the Company a portion of their Vested Shares. The mechanism for effectuating such redemption shall be that the Shareholders (other than Xxxxxxx) shall have an annual subscription period in the first Quarter of each such calendar year, whereby each Shareholder (other than Xxxxxxx) shall inform the Company of how many Vested Shares such Shareholder would like to have redeemed and if the total Vested Shares that the Shareholders (other than Xxxxxxx) wish to have redeemed is in excess of what is allowed under the General Limit (as defined below), then each such Shareholder who wishes to be redeemed shall have his or her Vested Shares redeemed by the Company based on his or her pro rata percentage (based on Vested Shares) of the General Limit. The procedure of such annual subscription period shall be determined by the CEO. After the Company has determined the amount, if any, of Shares that are to be redeemed the Company shall direct M&N Group Holdings, LLC to cause there to be a Interim Capital Transaction (as such term is defined in the M&N Group Holdings, LLC operating agreement) in an amount sufficient to redeem a number of units of M&N Group Holdings, LLC that will allow the Company to redeem the Vested Shares that have been requested to be redeemed and that are within the General Limit. For purposes of this Agreement the “General Limit” shall be equal to one and one-half percent (1.5%) of the outstanding number of shares of Xxxxxxx & Xxxxxx, Inc. assuming all of the holder’s of Xxxxxxx and Xxxxxx Group, LLC units convert into shares of Xxxxxxx & Xxxxxx, Inc. as of the time of the initial public offering of Xxxxxxx & Xxxxxx, Inc.; provided, however, that the Board may increase the General Limit to allow for additional redemptions at its sole and absolute discretion; further provided, however, that if any Shareholder (other than Xxxxxxx) shall die, his estate or heirs shall be entitled to request the Company to redeem all of such Shareholder’s Vested Shares (without reduction to the General Limit). For illustrative purposes only, if there is 100,000,000 units of Xxxxxxx & Xxxxxx Group, LLC outstanding at the time of the initial public offering of Xxxxxxx & Xxxxxx, Inc., then the General Limit shall be based on a sale 1,500,000 units of Xxxxxxx & Xxxxxx Group, LLC. Therefore, if all of the Shareholders’ (other than Xxxxxxx) indirect ownership in the Xxxxxxx & Xxxxxx Group, LLC’s units is 30,000,000 units, then 5% of each Shareholder’s (other than Xxxxxxx) Vested Shares may be redeemed annually. If any Shareholder (other than Xxxxxxx) does not wish to have 5% of his or her Vested Shares redeemed in any year then the other Shareholders (other than Xxxxxxx) shall be allowed to have redeemed additional Vested Shares pro rata. Notwithstanding the previous paragraph, to the extent Shareholders (other than Xxxxxxx) have availed themselves of a similar provision of a Related Shareholders Agreement, the General Limit shall be reduced by an amount equal to what was sold pursuant to those Related Shareholders Agreements. The purchase price that the Company shall pay a Shareholder for his or her Vested Shares that are subject to redemption shall be equal to the amount the Company receives (less any ordinary and necessary expenses incurred by the Company to effectuate such redemption) from M&N Group Holdings, LLC as a result of the Interim Capital Transaction with respect to the Shares of such Shareholder that is the subject of the redemption.

Redemptions In General. The Company’s primary asset shall be its ownership interest in M & N Group Holdings, LLC, whose primary asset shall be its ownership in of the units of Xxxxxxx and Xxxxxx Group, LLC. Each year beginning with the calendar year 2013 2014 the Shareholders (other than Xxxxxxx) Managing Member shall determine whether to allow Members to be entitled entitled, in whole or in part, to have redeemed by the Company a portion of their Vested SharesPercentage Interest. The If the Managing Member so decides the mechanism for effectuating such redemption shall be that the Shareholders (other than Xxxxxxx) Members shall have an annual a subscription period in the first Quarter of each such calendar year, whereby each Shareholder (other than Xxxxxxx) Member shall inform the Company of how many much of their Vested Shares Percentage Interest such Shareholder Member would like to have redeemed and if the total Vested Shares that the Shareholders (other than Xxxxxxx) wish to have redeemed is in excess of what is allowed under the General Limit (as defined below), then each such Shareholder who wishes to be redeemed shall have his or her Vested Shares redeemed by the Company based on his or her pro rata percentage (based on Vested Shares) of the General Limitredeemed. The procedure of such annual subscription period shall be determined by the CEOManaging Member. After The Managing Member shall effectuate such redemption by offering to exchange the Company has determined the amount, if any, of Shares that are to be redeemed the Company shall direct M&N Group Holdings, LLC to cause there to be a Interim Capital Transaction (as such term is defined in the M&N Group Holdings, LLC operating agreement) in an amount sufficient to redeem a number of units of M&N Group Holdings, LLC that will allow the Company to redeem the Vested Shares that have been requested to be redeemed and that are within the General Limit. For purposes of this Agreement the “General Limit” shall be equal to one and one-half percent (1.5%) of the outstanding number of shares of Xxxxxxx & Xxxxxx, Inc. assuming all of the holder’s of Xxxxxxx and Xxxxxx Group, LLC units convert into shares of Xxxxxxx & Xxxxxx, Inc. as of the time of the initial public offering of Xxxxxxx & Xxxxxx, Inc.; provided, however, that the Board may increase the General Limit to allow for additional redemptions at its sole and absolute discretion; further provided, however, that if any Shareholder (other than Xxxxxxx) shall die, his estate or heirs shall be entitled to request the Company to redeem all of such Shareholder’s Vested Shares (without reduction to the General Limit). For illustrative purposes only, if there is 100,000,000 necessary units of Xxxxxxx & Xxxxxx Group, LLC outstanding at the time of the initial public offering of to Xxxxxxx & Xxxxxx, Inc., then the General Limit shall be based on a sale 1,500,000 units of Xxxxxxx & Xxxxxx Group, LLC. Therefore, if all of the Shareholders’ Inc. (other than Xxxxxxx“MNI”) indirect ownership in the Xxxxxxx & Xxxxxx Group, LLC’s units is 30,000,000 units, then 5% of each Shareholder’s (other than Xxxxxxx) Vested Shares may be redeemed annually. If any Shareholder (other than Xxxxxxx) does not wish to have 5% of his or her Vested Shares redeemed in any year then the other Shareholders (other than Xxxxxxx) shall be allowed to have redeemed additional Vested Shares pro rata. Notwithstanding the previous paragraph, pursuant to the extent Shareholders (other than Xxxxxxx) have availed themselves exchange agreement between the Company and MNI and others. In the event MNI delivers shares of a similar provision of a Related Shareholders Agreement, MNI to the General Limit Company the Company shall be reduced by an amount equal to what was sold pursuant to those Related Shareholders Agreementssell such shares promptly and complete the redemption after such sale. The purchase price that the Company shall pay a Shareholder Member for his or her Vested Shares Percentage Interest that are is subject to redemption shall be equal to the amount the Company receives (less any ordinary and necessary expenses incurred by the Company to effectuate such redemption) from M&N Group Holdings, LLC as a result the exchange of the Interim Capital Transaction with respect units (or from the sale of the shares of Xxxxxxx & Xxxxxx Inc. it receives pursuant to the Shares of such Shareholder that is the subject of the redemptionexchange).

Redemptions In General. The Company’s primary asset shall be its ownership interest in M & N Group Holdings, LLC, whose primary asset shall be its ownership in the units of Xxxxxxx and Xxxxxx Group, LLC. Each year beginning with the calendar year 2013 the Shareholders (other than Xxxxxxx) shall be entitled to have redeemed by the Company a portion of their Vested Shares. The mechanism for effectuating such redemption shall be that the Shareholders (other than Xxxxxxx) shall have an annual subscription period in the first Quarter of each such calendar year, whereby each Shareholder (other than Xxxxxxx) shall inform the Company of how many Vested Shares such Shareholder would like to have redeemed and if the total Vested Shares that the Shareholders (other than Xxxxxxx) wish to have redeemed is in excess of what is allowed under the General Limit (as defined below), then each such Shareholder who wishes to be redeemed shall have his or her Vested Shares redeemed by the Company based on his or her pro rata percentage (based on Vested Shares) of the General Limit. The procedure of such annual subscription period shall be determined by the CEO. After the Company has determined the amount, if any, of Shares that are to be redeemed the Company shall direct M&N Group Holdings, LLC to cause there to be a Interim Capital Transaction (as such term is defined in the M&N Group Holdings, LLC operating agreement) in an amount sufficient to redeem a number of units of M&N Group Holdings, LLC that will allow the Company to redeem the Vested Shares that have been requested to be redeemed and that are within the General Limit. For purposes of this Agreement the “General Limit” shall be equal to one and one-half percent (1.5%) of the outstanding number of shares of Xxxxxxx & Xxxxxx, Inc. assuming all of the holder’s units of Xxxxxxx and Xxxxxx Group, LLC units convert into shares of Xxxxxxx & Xxxxxx, Inc. as of the time of the initial public offering of Xxxxxxx & Xxxxxx, Inc.; provided, however, that the Board may increase the General Limit to allow for additional redemptions at its sole and absolute discretion; further provided, however, that if any Shareholder (other than Xxxxxxx) shall die, his estate or heirs shall be entitled to request the Company to redeem all of such Shareholder’s Vested Shares (without reduction to the General Limit). For illustrative purposes only, if there is 100,000,000 units of Xxxxxxx & Xxxxxx Group, LLC outstanding at the time of the initial public offering of Xxxxxxx & Xxxxxx, Inc., then the General Limit shall be based on a sale 1,500,000 units of Xxxxxxx & Xxxxxx Group, LLC. Therefore, if all of the Shareholders’ (other than Xxxxxxx) indirect ownership in the Xxxxxxx & Xxxxxx Group, LLC’s units is 30,000,000 units, then 5% of each Shareholder’s (other than Xxxxxxx) Vested Shares may be redeemed annually. If any Shareholder (other than Xxxxxxx) does not wish to have 5% of his or her Vested Shares redeemed in any year then the other Shareholders (other than Xxxxxxx) shall be allowed to have redeemed additional Vested Shares pro rata. Notwithstanding the previous paragraph, to the extent Shareholders (other than Xxxxxxx) have availed themselves of a similar provision of a Related Shareholders Agreement, the General Limit shall be reduced by an amount equal to what was sold pursuant to those Related Shareholders Agreements. The purchase price that the Company shall pay a Shareholder for his or her Vested Shares that are subject to redemption shall be equal to the amount the Company receives (less any ordinary and necessary expenses incurred by the Company to effectuate such redemption) from M&N Group Holdings, LLC as a result of the Interim Capital Transaction with respect to the Shares of such Shareholder that is the subject of the redemption.

Redemptions In General. The Company’s primary asset shall be its ownership interest in M & N Group Holdings, LLC, whose primary asset shall be its ownership in the units of Xxxxxxx and Xxxxxx Group, LLC. Each year beginning with the calendar year 2013 the Shareholders (other than Xxxxxxx) shall be entitled to have redeemed by the Company a portion of their Vested Shares. The mechanism for effectuating such redemption shall be that the Shareholders (other than Xxxxxxx) shall have an annual subscription period in the first Quarter of each such calendar year, whereby each Shareholder (other than Xxxxxxx) shall inform the Company of how many Vested Shares such Shareholder would like to have redeemed and if the total Vested Shares that the Shareholders (other than Xxxxxxx) wish to have redeemed is in excess of what is allowed under the General Limit (as defined below), then each such Shareholder who wishes to be redeemed shall have his or her Vested Shares redeemed by the Company based on his or her pro rata percentage (based on Vested Shares) of the General Limit. The procedure of such annual subscription period shall be determined by the CEO. After the Company has determined the amount, if any, of Shares that are to be redeemed the Company shall direct M&N Group Holdings, LLC to cause there to be a Interim Capital Transaction (as such term is defined in the M&N Group Holdings, LLC operating agreement) in an amount sufficient to redeem a number of units of M&N Group Holdings, LLC that will allow the Company to redeem the Vested Shares that have been requested to be redeemed and that are within the General Limit. For purposes of this Agreement the “General Limit” shall be equal to one and one-half percent (1.5%) of the outstanding number of shares of Xxxxxxx & Xxxxxx, Inc. assuming all of the holder’s holders of Xxxxxxx and Xxxxxx Group, LLC units convert into shares of Xxxxxxx & Xxxxxx, Inc. as of the time of the initial public offering of Xxxxxxx & Xxxxxx, Inc.; provided, however, that the Board may increase the General Limit to allow for additional redemptions at its sole and absolute discretion; further provided, however, that if any Shareholder (other than Xxxxxxx) shall die, his estate or heirs shall be entitled to request the Company to redeem all of such Shareholder’s Vested Shares (without reduction to the General Limit). For illustrative purposes only, if there is 100,000,000 units of Xxxxxxx & Xxxxxx Group, LLC outstanding at the time of the initial public offering of Xxxxxxx & Xxxxxx, Inc., then the General Limit shall be based on a sale 1,500,000 units of Xxxxxxx & Xxxxxx Group, LLC. Therefore, if all of the Shareholders’ (other than Xxxxxxx) indirect ownership in the Xxxxxxx & Xxxxxx Group, LLC’s units is 30,000,000 units, then 5% of each Shareholder’s (other than Xxxxxxx) Vested Shares may be redeemed annually. If any Shareholder (other than Xxxxxxx) does not wish to have 5% of his or her Vested Shares redeemed in any year then the other Shareholders (other than Xxxxxxx) shall be allowed to have redeemed additional Vested Shares pro rata. Notwithstanding the previous paragraph, to the extent Shareholders (other than Xxxxxxx) have availed themselves of a similar provision of a Related Shareholders Agreement, the General Limit shall be reduced by an amount equal to what was sold pursuant to those Related Shareholders Agreements. The purchase price that the Company shall pay a Shareholder for his or her Vested Shares that are subject to redemption shall be equal to the amount the Company receives (less any ordinary and necessary expenses incurred by the Company to effectuate such redemption) from M&N Group Holdings, LLC as a result of the Interim Capital Transaction with respect to the Shares of such Shareholder that is the subject of the redemption.