Rights and Obligations of Transferees. (a) In the event of a purported Transfer by a Stockholder of any Echo Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect, and Echo will not give effect to such Transfer. Any Transfer of Echo Shares, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if the transferee of such Echo Shares agrees in writing that it shall, upon such Transfer, assume with respect to such Echo Shares the transferor’s obligations under this Agreement and become a party to this Agreement for such purpose, and any other agreement or instrument executed and delivered by such transferor in respect of Echo Shares, including, the LLC Agreement, as applicable; provided, however, that (i) this Section 4.4 shall not apply to Transfers of Echo Shares to a Stockholder already bound by this Agreement (but such Transferred Echo Shares shall be subject to this Agreement), and (ii) this Section 4.4(a) shall not apply to (x) Transfers pursuant to a registered public offering or Rule 144A sale in accordance with, and subject to the terms and conditions of, this Agreement, the LLC Agreement and the Registration Rights Agreement, or (y) any Transfer to a Drag-Along Buyer in a Drag-Along Sale. If any Transfer is made under this Agreement to a Permitted Transferee, in the event such transferee ceases to be a Permitted Transferee of the transferor, then the transferee shall promptly Transfer such Echo Shares or other Equity Interests back to the transferor or to another Permitted Transferee of the transferor. (b) Each certificate evidencing Echo Shares subject to this Agreement shall bear the following restrictive legend, either as an endorsement or on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT (AND THE OTHER TRANSACTION DOCUMENTS REFERRED TO THEREIN), DATED AS OF MARCH 1, 2017, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH TERMS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL.” (c) Each certificate representing Echo Shares subject to this Agreement shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following [Sponsor/Other Investor/Manager]: . (d) In the event that the restrictive legends set forth in Section 4.4(b) or Section 4.4(c) or any portion or portions thereof, have ceased to be applicable, from time to time, Echo shall in each such case promptly provide notice thereof to each Stockholder. Echo shall promptly provide (and in any event, no later than two (2) Business Days) any Stockholder, or their respective transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities of like tenor not bearing the legends with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.4 shall cease and terminate upon the termination of this Article IV) or not bearing such portion or portions of such restrictive legends with respect to such restriction or restrictions that have ceased and terminated.
Appears in 4 contracts
Samples: Stockholders Agreement (PF2 SpinCo, Inc.), Stockholders Agreement (Change Healthcare Inc.), Stockholders Agreement (Change Healthcare Inc.)
Rights and Obligations of Transferees. Other than in connection with a Transfer to a Permitted Transferee, no purchaser of Shares from Walgreens shall be entitled to any rights granted to Walgreens pursuant to Section 2.1 (Company Board Representation), Section 2.2 (Company Board Committees), Section 2.4(c) (Acts of the Company Board), Section 2.7 (Shareholder Approval Rights) or Section 5.4(a) (Information, other than clauses (i) and (ii) thereof); provided, however, that in connection with a Transfer by Walgreens of at least 30% of the Ordinary Shares to a purchaser of such Ordinary Shares, Walgreens shall be permitted to assign to such purchaser Walgreens’ rights under this Agreement, except those rights set forth in Section 2.2(b); provided, further, that (i) Walgreens shall be permitted to make such assignment of approval rights only to one such purchaser, (ii) in no event shall such rights of Walgreens and such purchaser, and their respective Permitted Transferees, exceed, in the aggregate, such rights under this Agreement in the hands of Walgreens, assuming all such Ordinary Shares then Beneficially Owned by Walgreens and such purchaser, and their respective Permitted Transferees, are then owned solely by Walgreens and (iii) with respect to an assignment of Walgreens’ rights under Section 2.1(b), such purchaser shall thereafter be entitled to designate, in accordance with Section 2.1(b), (x) prior to the completion of an IPO pursuant to Section 3.7, two individuals and (y) after the completion of an IPO, one individual, to the Company Board; provided, further, that after such assignment, Walgreens shall have no further rights under Section 2.1(b), except those rights set forth in Section 2.1(b)(iii), which shall remain in effect with respect to Walgreens in accordance with its terms. For the avoidance of doubt, such purchaser shall cease to have (x) any approval rights set forth on Annex B other than those set forth in clauses (a), (c), (d) In or (f), once such purchaser ceases to Beneficially Own at least 30% of the event Ordinary Shares and (y) the approval rights specified in the foregoing clause (x), once such purchaser ceases to Beneficially Own at least 5% of a purported the Ordinary Shares. Subject to the last sentence of this Section 3.1(c), no Transfer by a Stockholder Shareholder of any Echo Shares that would otherwise be permitted pursuant to this Agreement shall be permitted unless (x) the transferee shall have executed an appropriate document (a “Joinder Agreement”) substantially in violation the form attached hereto as Exhibit D or otherwise in form and substance reasonably satisfactory to the Company and the other Shareholder(s) confirming that the transferee takes such Shares, subject to all the terms and conditions of this Agreement to the same extent as its transferor was bound by and entitled, except as otherwise set forth herein, to the benefits of such provisions and (y) such Joinder Agreement shall have been delivered to the Company and the other Shareholder(s) prior to such transferee’s acquisition of such Shares. Where a Shareholder effects a Transfer of Shares to a transferee after such transferee has executed and delivered to the Company and the other Shareholder(s) a Joinder Agreement, and such Transfer is permitted pursuant to this Agreement, such purported Transfer will be void and of no effect, and Echo will not give effect to such Transfer. Any Transfer of Echo Shares, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if the transferee of such Echo Shares agrees in writing that it shall, upon such Transfer, assume with respect to such Echo Shares the transferor’s obligations under this Agreement and shall become a party to this Agreement for such purposeand be bound by and entitled to its terms and conditions to the same extent as its transferor was so bound and entitled, and any other agreement or instrument executed and delivered by such transferor in respect except as otherwise set forth herein. Notwithstanding the foregoing, a transferee of Echo Shares, including, the LLC Agreement, as applicable; provided, however, that (i) this Section 4.4 Shares shall not apply to Transfers of Echo Shares to a Stockholder already be bound by this Agreement (but such Transferred Echo Shares shall be subject to this Agreement), and (ii) this Section 4.4(a) shall not apply to (x) Transfers pursuant to a registered public offering or Rule 144A sale in accordance with, and subject to any of the terms and conditions of, of this Agreement, Agreement if the LLC Agreement and the Registration Rights Agreement, or (y) any Transfer to a Drag-Along Buyer in a Drag-Along Sale. If any applicable Transfer is made pursuant to an effective registration statement under this Agreement the Securities Act or pursuant to a Permitted Transferee, in the event such transferee ceases to be a Permitted Transferee Rule 144 of the transferor, then the transferee shall promptly Transfer such Echo Shares or other Equity Interests back to the transferor or to another Permitted Transferee of the transferorSecurities Act.
(b) Each certificate evidencing Echo Shares subject to this Agreement shall bear the following restrictive legend, either as an endorsement or on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT (AND THE OTHER TRANSACTION DOCUMENTS REFERRED TO THEREIN), DATED AS OF MARCH 1, 2017, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH TERMS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL.”
(c) Each certificate representing Echo Shares subject to this Agreement shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following [Sponsor/Other Investor/Manager]: .
(d) In the event that the restrictive legends set forth in Section 4.4(b) or Section 4.4(c) or any portion or portions thereof, have ceased to be applicable, from time to time, Echo shall in each such case promptly provide notice thereof to each Stockholder. Echo shall promptly provide (and in any event, no later than two (2) Business Days) any Stockholder, or their respective transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities of like tenor not bearing the legends with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.4 shall cease and terminate upon the termination of this Article IV) or not bearing such portion or portions of such restrictive legends with respect to such restriction or restrictions that have ceased and terminated.
Appears in 2 contracts
Samples: Shareholders’ Agreement (Walgreen Co), Purchase and Option Agreement (Walgreen Co)
Rights and Obligations of Transferees. (a) In the event of a purported Transfer by a Stockholder No Transferee of any Echo Shares Shareholder (except a Permitted Transferee) shall be entitled to any rights under this Agreement except as provided in violation Section 2.3(b). A Permitted Transferee shall be permitted to exercise all rights of the provisions of Transferring Shareholder under this Agreement, such purported Transfer will be void and of no effect, and Echo will not give effect to such Transfer. Any Transfer of Echo Shares, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if required to assume all of the transferee obligations of such Echo Shares agrees in writing that it shallthe Transferring Shareholder under this Agreement, upon such Transfer, assume with respect to the Shares and Additional Ares Shares Transferred.
(b) Any New Investor may assign its registration rights provided in Article IV in connection with one or more Sales of at least 1,000,000 Registrable Securities (appropriately adjusted for stock splits, dividends, combinations, recapitalizations and other similar events) or, if any New Investor holds less than 1,000,000 Registrable Securities, all outstanding Registrable Securities of such Echo Shares the transferor’s obligations under this Agreement and become a party to this Agreement for such purpose, and any other agreement or instrument executed and delivered by such transferor in respect of Echo Shares, including, the LLC Agreement, as applicableNew Investor; provided, however, that (i) the Transferees of such registration rights do not exceed two Persons per New Investor (excluding for this Section 4.4 shall not apply to Transfers of Echo Shares to a Stockholder already bound by purpose Permitted Transferees and for this Agreement (but such Transferred Echo Shares shall be subject to this Agreement), purpose counting any Transferee and its Affiliates and Related Funds as one Person) and (ii) this Section 4.4(a) shall not apply to (x) Transfers pursuant to a registered public offering or Rule 144A sale in accordance with, and subject to the terms and conditions of, this Agreement, the LLC Agreement and the Registration Rights Agreement, or (y) any Transfer to a Drag-Along Buyer in a Drag-Along Sale. If any Transfer is made under this Agreement to a Permitted Transferee, in the event such transferee ceases to be a Permitted Transferee aggregate rights of the transferor, then New Investor and such Transferees under Article IV after such Transfer do not exceed the transferee shall promptly Transfer such Echo Shares or other Equity Interests back to the transferor or to another Permitted Transferee rights of the transferorNew Investor under Article IV prior to such Transfer; provided, further, that any simultaneous transfer of Registrable Securities by such New Investor and its Permitted Transferees shall be aggregated for purposes of the Registrable Securities threshold.
(b) Each certificate evidencing Echo Shares subject to this Agreement shall bear the following restrictive legend, either as an endorsement or on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT (AND THE OTHER TRANSACTION DOCUMENTS REFERRED TO THEREIN), DATED AS OF MARCH 1, 2017, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH TERMS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL.”
(c) Each certificate representing Echo The New Investors and any Transferees of the New Investors (excluding TLW Properties, L.L.C., Xxx Xxxx and their Permitted Transferees) shall exercise their registration rights under this Agreement, unless otherwise stated herein, acting collectively by a vote of the majority of the Shares subject to this Agreement shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented (excluding any Shares held by this certificate were originally issued toTLW Properties, or issued with respect to shares originally issued toL.L.C., the following [Sponsor/Other Investor/Manager]: .
(d) In the event that the restrictive legends set forth in Section 4.4(b) or Section 4.4(c) or any portion or portions thereof, have ceased to be applicable, from time to time, Echo shall in each such case promptly provide notice thereof to each Stockholder. Echo shall promptly provide (and in any event, no later than two (2) Business Days) any Stockholder, Xxx Xxxx or their respective transfereesPermitted Transferees) held by them; provided, at their request, without that if any expense New Investor or New Investors initiate a demand registration request pursuant to such Persons (other than applicable transfer taxes and similar governmental charges, if anySection 4.2(a), with new certificates for such securities action may be taken by (i) the affirmative vote of like tenor not bearing the legends with respect to which the restriction has ceased and terminated at least thirty percent (it being understood that the restriction referred to in the first paragraph 30%) of the legend in Section 4.4 shall cease and terminate upon the termination of this Article IV) or not bearing such portion or portions of such restrictive legends with respect to such restriction or restrictions that have ceased and terminated.Shares (excluding any
Appears in 1 contract
Samples: Shareholder Agreement
Rights and Obligations of Transferees. (a) In the event of a purported Transfer by a Stockholder No Transferee of any Echo Shares Shareholder (except a Permitted Transferee) shall be entitled to any rights under this Agreement except as provided in violation Section 2.3(b). A Permitted Transferee shall be permitted to exercise all rights of the provisions of Transferring Shareholder under this Agreement, such purported Transfer will be void and of no effect, and Echo will not give effect to such Transfer. Any Transfer of Echo Shares, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if required to assume all of the transferee obligations of such Echo Shares agrees in writing that it shallthe Transferring Shareholder under this Agreement, upon such Transfer, assume with respect to the Shares and Additional Ares Shares Transferred.
(b) Any New Investor may assign its registration rights provided in Article IV in connection with one or more Sales of at least 1,000,000 Registrable Securities (appropriately adjusted for stock splits, dividends, combinations, recapitalizations and other similar events) or, if any New Investor holds less than 1,000,000 Registrable Securities, all outstanding Registrable Securities of such Echo Shares the transferor’s obligations under this Agreement and become a party to this Agreement for such purpose, and any other agreement or instrument executed and delivered by such transferor in respect of Echo Shares, including, the LLC Agreement, as applicableNew Investor; provided, however, that (i) the Transferees of such registration rights do not exceed two Persons per New Investor (excluding for this Section 4.4 shall not apply to Transfers of Echo Shares to a Stockholder already bound by purpose Permitted Transferees and for this Agreement (but such Transferred Echo Shares shall be subject to this Agreement), purpose counting any Transferee and its Affiliates and Related Funds as one Person) and (ii) this Section 4.4(a) shall not apply to (x) Transfers pursuant to a registered public offering or Rule 144A sale in accordance with, and subject to the terms and conditions of, this Agreement, the LLC Agreement and the Registration Rights Agreement, or (y) any Transfer to a Drag-Along Buyer in a Drag-Along Sale. If any Transfer is made under this Agreement to a Permitted Transferee, in the event such transferee ceases to be a Permitted Transferee aggregate rights of the transferor, then New Investor and such Transferees under Article IV after such Transfer do not exceed the transferee shall promptly Transfer such Echo Shares or other Equity Interests back to the transferor or to another Permitted Transferee rights of the transferorNew Investor under Article IV prior to such Transfer; provided, further, that any simultaneous transfer of Registrable Securities by such New Investor and its Permitted Transferees shall be aggregated for purposes of the Registrable Securities threshold.
(b) Each certificate evidencing Echo Shares subject to this Agreement shall bear the following restrictive legend, either as an endorsement or on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT (AND THE OTHER TRANSACTION DOCUMENTS REFERRED TO THEREIN), DATED AS OF MARCH 1, 2017, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH TERMS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL.”
(c) Each certificate representing Echo The New Investors and any Transferees of the New Investors (excluding TLW Properties, L.L.C., Txx Xxxx and their Permitted Transferees) shall exercise their registration rights under this Agreement, unless otherwise stated herein, acting collectively by a vote of the majority of the Shares subject (excluding any Shares held by TLW Properties, L.L.C., Txx Xxxx or their Permitted Transferees) held by them; provided, that if any New Investor or New Investors initiate a demand registration request pursuant to this Agreement shall also have Section 4.2(a), such action may be taken by (i) the following legend endorsed conspicuously thereupon: The shares affirmative vote of stock represented at least thirty percent (30%) of the Shares (excluding any Shares held by this certificate were originally issued toTLW Properties, L.L.C., Txx Xxxx or issued with respect to shares originally issued totheir Permitted Transferees) then held by the New Investors (excluding TLW Properties, the following [Sponsor/Other Investor/Manager]: .
(d) In the event that the restrictive legends set forth in Section 4.4(bL.L.C., Txx Xxxx and their Permitted Transferees) or Section 4.4(c(ii) or any portion or portions thereofthe written consent of Ares Corporate Opportunities Fund II, have ceased to be applicable, from time to time, Echo shall in each such case promptly provide notice thereof to each Stockholder. Echo shall promptly provide (and in any event, no later than two (2) Business Days) any Stockholder, or their respective transferees, L.P. as long as Ares beneficially owns at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities of like tenor not bearing the legends with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.4 shall cease and terminate upon the termination of this Article IV) or not bearing such portion or portions of such restrictive legends with respect to such restriction or restrictions that have ceased and terminatedleast 900,000 Shares.
Appears in 1 contract
Rights and Obligations of Transferees. (a) In the event of a purported Transfer by a Stockholder of any Echo Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect, and Echo will not give effect to such Transfer. Any Transfer of Echo Shares, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if the transferee of such Echo Shares agrees in writing that it shall, upon such Table of Contents Transfer, assume with respect to such Echo Shares the transferor’s obligations under this Agreement and become a party to this Agreement for such purpose, and any other agreement or instrument executed and delivered by such transferor in respect of Echo Shares, including, the LLC Agreement, as applicable; provided, however, that (i) this Section 4.4 shall not apply to Transfers of Echo Shares to a Stockholder already bound by this Agreement (but such Transferred Echo Shares shall be subject to this Agreement), and (ii) this Section 4.4(a) shall not apply to (x) Transfers pursuant to a registered public offering or Rule 144A sale in accordance with, and subject to the terms and conditions of, this Agreement, the LLC Agreement and the Registration Rights Agreement, or (y) any Transfer to a Drag-Along Buyer in a Drag-Along Sale. If any Transfer is made under this Agreement to a Permitted Transferee, in the event such transferee ceases to be a Permitted Transferee of the transferor, then the transferee shall promptly Transfer such Echo Shares or other Equity Interests back to the transferor or to another Permitted Transferee of the transferor.
(b) Each certificate evidencing Echo Shares subject to this Agreement shall bear the following restrictive legend, either as an endorsement or on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT (AND THE OTHER TRANSACTION DOCUMENTS REFERRED TO THEREIN), DATED AS OF MARCH 1[●] [●], 20172016, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH TERMS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL.”
(c) Each certificate representing Echo Shares subject to this Agreement shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following [Sponsor/Other Investor/Manager]: .
(d) In the event that the restrictive legends set forth in Section 4.4(b) or Section 4.4(c) or any portion or portions thereof, have ceased to be applicable, from time to time, Echo shall in each such case promptly provide notice thereof to each Stockholder. Echo shall promptly provide (and in any event, no later than two (2) Business Days) any Stockholder, or their respective transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities of like tenor not bearing the legends with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.4 shall cease and terminate upon the termination of this Article IV) or not bearing such portion or portions of such restrictive legends with respect to such restriction or restrictions that have ceased and terminated.
Appears in 1 contract
Samples: Agreement of Contribution and Sale (Change Healthcare Holdings, Inc.)
Rights and Obligations of Transferees. (a) In the event of a purported Transfer by a Stockholder of any Echo Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect, and Echo will not give effect to such Transfer. Any Transfer of Echo Company Shares, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if the transferee of such Echo Company Shares agrees in writing that it shall, upon such Transfer, assume with respect to such Echo Company Shares the transferor’s obligations under this Agreement and become a party to this Agreement for such purpose, and any other agreement or instrument executed and delivered by such transferor in respect of Echo the Company Shares, including, the LLC Agreement, as applicable; provided, however, that (i) this Section 4.4 4.6 shall not apply to Transfers of Echo Company Shares to a Stockholder already bound by this Agreement (but such Transferred Echo Shares shall be subject to this Agreement)Stockholder, and (ii) this Section 4.4(a4.6(a) and Section 4.6(b) shall not apply to (x) Transfers pursuant to a registered public offering or Rule 144A sale in accordance with, and subject to the terms and conditions of, this Agreement, the LLC Agreement and the Registration Rights Agreement, or (y) any a Drag-Along Transfer in which all of the Company Shares are Transferred to a Drag-Along Buyer Buyer.
(b) A Sponsor and/or Other Investor may transfer its rights set forth herein only in connection with a Drag-Along SaleTransfer of its Company Shares. If Upon any Transfer of Company Shares to any Person, which Transfer is made under this Agreement otherwise in compliance herewith, the transferee shall, upon such Transfer, assume all rights held by the transferor at the time of the Transfer with respect to a Permitted Transfereesuch Company Shares; provided, in the event such transferee ceases to be that no Transferee (other than a Permitted Transferee of the transferorTransferring Stockholder) shall acquire any of the rights provided in Article III, then Section 4.3, Section 4.5, Section 4.7 or Section 6.2(h) hereof by reason of such Transfer. In the transferee shall promptly Transfer such Echo Shares event that any Sponsor transfers one or more of its rights set forth in Section 6.1 (other Equity Interests back than with respect to the transferor H&F Liquidity Rights) or Section 6.2 to another Permitted any Transferee of its Company Shares in compliance herewith, such Transferee shall notify the transferorCompany of the assignment of such rights, and such Transferee shall be deemed to be either “Blackstone” or “H&F” for purposes of Section 6.1 or Section 6.2, as applicable, with respect to such rights assigned to such Transferee.
(b) Each certificate evidencing Echo Shares subject to this Agreement shall bear the following restrictive legend, either as an endorsement or on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT (AND THE OTHER TRANSACTION DOCUMENTS REFERRED TO THEREIN), DATED AS OF MARCH 1, 2017, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH TERMS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL.”
(c) Each certificate representing Echo Shares subject Without limitation as to this Agreement shall also have the following legend endorsed conspicuously thereupon: The shares other provisions set forth in Sections 4.4 and/or 4.5, each Tagging Stockholder or Drag-Along Stockholder (each, a “Participating Seller”), whether in his, her or its capacity as a Participating Seller, stockholder, officer or director of stock represented by this certificate were originally issued tothe Company, or issued otherwise, shall take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate each Transfer pursuant to Section 4.4 or Section 4.5 hereof and any related transactions, including (i) solely in the case of a Tagging Stockholder or Drag-Along Stockholder (in each such case, other than the Sponsors and their Permitted Transferees), executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; (ii) furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with respect governmental authorities; and (iii) otherwise cooperating with the Transferring Stockholder (in a Transfer pursuant to shares originally issued toSection 4.4 hereof) or the Initiating Party (in a Transfer pursuant to Section 4.5 hereof), as applicable, and the following [Sponsor/Other Investor/Manager]: Proposed Transferee or Drag-Along Buyer, as the case may be.
(d) Each Participating Seller agrees that to the extent he, she or it desires to include vested and exercisable Options or Warrants in any Transfer of Company Shares pursuant to Sections 4.4 and/or 4.5, he, she or it will be deemed to have exercised, converted or exchanged such vested and exercisable Options or Warrants immediately prior to the consummation of the Proposed Transfer or Drag-Along Transfer, as the case may be, to the extent necessary to sell Company Shares to the Proposed Transferee or Drag-Along Buyer, as the case may be, except to the extent permitted under the terms of any such Option or Warrant and agreed to by the Transferring Stockholder or Initiating Party, as the case may be, and the Proposed Transferee or Drag-Along Buyer, as the case may be. In the event that Options or Warrants are deemed exercised pursuant to the restrictive legends set forth in Section 4.4(b) preceding sentence, payment of any purchase or Section 4.4(c) or any portion or portions thereofexercise price, have ceased to be if applicable, from time to time, Echo shall in each such case promptly provide notice thereof to each Stockholder. Echo shall promptly provide (and in any event, no later than two (2) Business Days) any Stockholder, or their respective transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental chargesminimum statutory withholding tax amount, if any, shall be satisfied through payment of Company Shares otherwise deliverable upon such exercise, conversion, or exchange. If any Participating Seller sells Options or Warrants in any Proposed Transfer or Drag-Along Transfer, such Participating Seller shall receive in exchange for such Options or Warrants consideration equal to the amount (if greater than zero) determined by multiplying (a) the purchase price per Company Share received by the Transferring Stockholder or Initiating Party, as the case may be, in such Transfer less the exercise or conversion price, if any, per share of such Option or Warrant by (b) the number of Company Shares issuable upon exercise, conversion or exchange of such Option or Warrant (to the extent exercisable, convertible or exchangeable at the time of such Transfer), with new certificates subject to reduction for such securities of like tenor not bearing the legends with respect any tax or other amounts required to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.4 shall cease and terminate upon the termination of this Article IV) or not bearing such portion or portions of such restrictive legends with respect to such restriction or restrictions that have ceased and terminatedbe withheld under applicable law.
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Rights and Obligations of Transferees. Any Transferee of Shares (a) In the event of a purported Transfer by a Stockholder of any Echo including Permitted Transferees that have acquired their Shares in violation accordance with Section 4.02) shall be required, at the time of the provisions of this Agreement, such purported Transfer will be void and of no effect, and Echo will not give effect as a condition precedent to such Transfer. Any Transfer of Echo Shares, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if the transferee of such Echo Shares agrees in writing that it shall, upon such Transfer, assume with respect to such Echo Shares the transferor’s obligations under this Agreement and become a party to this Agreement for (unless such purpose, and any other agreement or instrument executed and delivered by such transferor in respect of Echo Shares, including, the LLC Agreement, as applicable; provided, however, that (i) this Section 4.4 shall not apply to Transfers of Echo Shares to Transferee is already a Stockholder already bound by this Agreement (but such Transferred Echo Shares shall be subject party to this Agreement) by executing and delivering such documents as may be necessary, in the determination of the Sponsors, to make such Person a party thereto, whereupon, except as otherwise expressly provided herein, such Transferee will be treated as a Shareholder for all purposes of this Agreement with the same rights, benefits and obligations hereunder as the Transferring Shareholder with respect to the Transferred Shares (except that if the Transferee was a Shareholder prior to such Transfer, such Transferee shall have the same rights, benefits and obligations with respect to the such Transferred Shares as were applicable to Shares held by such Transferee prior to such Transfer); provided that after the consummation of an IPO, and no Transferee of Shares (ii) this Section 4.4(aother than a Permitted Transferee) shall not apply be required to become a party to this Agreement. Notwithstanding anything to the contrary contained herein, no Transferee (x) Transfers pursuant other than a Permitted Transferee of a Sponsor that, prior to the effectiveness of such Transfer, executes and delivers a registered public offering or Rule 144A sale joinder agreement, in accordance withform and substance acceptable to the other Sponsor, and subject agreeing to be bound by the terms and conditions of, this Agreement, the LLC Agreement and the Registration Rights Agreement, or (y) any Transfer to a Drag-Along Buyer in a Drag-Along Sale. If any Transfer is made under of this Agreement to as if such Person were a Permitted Transferee, in the event party hereto and agreeing that if such transferee Person ceases to be a Permitted Transferee of the transferorTransferring Sponsor, then the transferee shall promptly it will Transfer such Echo its Shares or other Equity Interests back to the transferor Transferring Sponsor or to another Permitted Transferee of the transferorsuch Transferring Sponsor) shall obtain any rights under Article III or as a Sponsor, as a result of any Transfer to it of Shares.
(b) Each certificate evidencing Echo Shares subject to this Agreement shall bear the following restrictive legend, either as an endorsement or on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT (AND THE OTHER TRANSACTION DOCUMENTS REFERRED TO THEREIN), DATED AS OF MARCH 1, 2017, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH TERMS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL.”
(c) Each certificate representing Echo Shares subject to this Agreement shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following [Sponsor/Other Investor/Manager]: .
(d) In the event that the restrictive legends set forth in Section 4.4(b) or Section 4.4(c) or any portion or portions thereof, have ceased to be applicable, from time to time, Echo shall in each such case promptly provide notice thereof to each Stockholder. Echo shall promptly provide (and in any event, no later than two (2) Business Days) any Stockholder, or their respective transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities of like tenor not bearing the legends with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.4 shall cease and terminate upon the termination of this Article IV) or not bearing such portion or portions of such restrictive legends with respect to such restriction or restrictions that have ceased and terminated.
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