Termination of Certain Provisions. (a) The provisions of ARTICLE 2, ARTICLE 3 and ARTICLE 4 of this Agreement (the “Threshold Amount Provisions”) shall automatically terminate: (i) if the Second Closing has occurred pursuant to Section 2.04(a) of the Purchase Agreement, upon the Investor and its Affiliates ceasing to beneficially own, in the aggregate, a number of ordinary shares of the Company and/or ADSs that is less than twenty percent (20%) of the total number of issued and outstanding shares in the capital of the Company as of such time calculated on a fully diluted basis; (ii) if the Second Closing has occurred pursuant to Section 2.04(b) of the Purchase Agreement, upon the Investor and its Affiliates ceasing to beneficially own, in the aggregate, a number of ordinary shares of the Company and/or ADSs that is less than twenty percent (20%) of the total number of issued and outstanding shares in the capital of the Company (but excluding, for such purpose, any shares issued after the date hereof pursuant to the conversion of the Convertible Note (or any portion thereof), the exercise of the Warrant (or any portion thereof), the ESOP or any similar share-based incentive plan as may be adopted by the Company) as of such time; (iii) if there is a Second Closing Failure and the Investor has confirmed by notice to the Company that (x) all the conditions set forth in Section 2.06 of the Purchase Agreement have been satisfied or, if any such condition is not satisfied and the Investor is entitled to waive such condition, the Investor has irrevocably waived such condition or, if applicable, has not waived such condition but has elected to proceed to the Second Closing under Section 2.04(b) of the Purchase Agreement, and (y) the Investor is ready, willing and capable of proceeding to the Second Closing, upon the Investor and its Affiliates ceasing to beneficially own, in the aggregate, a number of ordinary shares of the Company and/or ADSs that is less than ten percent (10%) of the total number of issued and outstanding shares in the capital of the Company as of such time calculated on a fully diluted basis; (iv) except as specifically provided in Section 6.1(a)(iii), upon a Second Closing Failure. (b) Upon the termination of the Threshold Amount Provisions pursuant to this Section 6.1, the Threshold Amount Provisions will have no further force or effect, provided that such termination shall not affect the continued validity of any other provision of this Agreement, and no such termination shall relieve any Person of liability for breach prior to such termination.
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Samples: Investor Rights Agreement (Qudian Inc.), Investor Rights Agreement (Secoo Holding LTD)
Termination of Certain Provisions. (a) The In the event that definitive agreements with respect to the European Joint Venture and the Worldwide Joint Venture shall not have been executed and delivered by the Company or one of its Affiliates, on the one hand, and DB or one of its Affiliates, on the other hand, on or prior to the first anniversary of the Closing Date, then at any time thereafter (until the execution and delivery of each such definitive agreement by each party thereto), the Company may by written notice to DB terminate the provisions of ARTICLE 2Sections 2.1 and 2.2 hereof, ARTICLE 3 whereupon such provisions shall be null and ARTICLE 4 of this Agreement void and shall have no further force or effect.
(b) In the “Threshold Amount Provisions”) shall automatically terminate:event that
(i) if the Second Closing has occurred pursuant to Section 2.04(a) DB or any of the Purchase Agreement, upon the Investor and its Affiliates ceasing shall give notice of termination of any Joint Venture Agreement to beneficially own, which it is a party in the aggregate, absence of a number of ordinary shares of Joint Venture Termination Event with respect to the Company and/or ADSs that is less than twenty percent (20%) or any of the total number of issued and outstanding shares in the capital of the Company as of its Affiliates party to such time calculated on a fully diluted basisJoint Venture Agreement;
(ii) if the Second Closing has there shall have occurred pursuant a Joint Venture Termination Event with respect to Section 2.04(b) DB or any of the Purchase Agreement, upon the Investor and its Affiliates ceasing party to beneficially own, in the aggregate, a number of ordinary shares of the Company and/or ADSs that is less than twenty percent (20%) of the total number of issued and outstanding shares in the capital of the Company (but excluding, for such purpose, any shares issued after the date hereof pursuant to the conversion of the Convertible Note (or any portion thereof), the exercise of the Warrant (or any portion thereof), the ESOP or any similar share-based incentive plan as may be adopted by the Company) as of such timeJoint Venture Agreement;
(iii) if there is DB or any of its Affiliates shall have sold, transferred, assigned or otherwise disposed of any interest in any Investment Shares otherwise than (A) as a Second Closing Failure and result of a Change in Law (provided that DB or such Affiliate shall have used commercially reasonable efforts to comply with such Change in Law without disposing of such Investment Shares); or (B) as required by Section 4.2 of this Agreement;
(iv) upon the Investor has confirmed sale by notice to the Company that (x) all the conditions set forth in Section 2.06 of the Purchase Agreement have been satisfied or, if DB or any such condition is not satisfied and the Investor is entitled Affiliate of any Investment Shares as a result of a Change in Law (provided that DB or such Affiliate shall have used commercially reasonable efforts to waive comply with such conditionChange in Law without disposing of such Investment Shares), the Investor has irrevocably waived such condition or, if applicable, has not waived such condition but has elected to proceed to the Second Closing under Section 2.04(b) of the Purchase Agreement, and (y) the Investor is ready, willing and capable of proceeding to the Second Closing, upon the Investor and its Affiliates ceasing to DB Holders beneficially own, own in the aggregate, a number of ordinary shares of the Company and/or ADSs that is directly or indirectly, Investment Shares representing less than ten percent (10%) of the total number then outstanding Common Stock; or
(v) DB shall cease to own all of issued and outstanding shares in the capital of its Investment Shares, directly or indirectly, exclusively through DB Group Members; then, at any time thereafter, the Company as may by written notice to DB terminate the provisions of Sections 2.1 and 2.2 hereof, whereupon such time calculated on a fully diluted basis;
(iv) except as specifically provided in Section 6.1(a)(iii), upon a Second Closing Failure.
(b) Upon the termination of the Threshold Amount Provisions pursuant to this Section 6.1, the Threshold Amount Provisions will provisions shall be null and void and shall have no further force or effect.
(c) In the event that
(i) DB or any of its Affiliates shall have willfully breached the provisions of Section 3.4, provided 4.1 or 4.3 hereof; and
(ii) the Company shall have delivered to DB a notice in writing that specifies in detail the matter constituting such termination breach and such action as may be reasonably requested by the Company to effect its cure (taking account of any restrictions on such action under applicable Law), and such breach shall not affect have been cured by DB or waived in writing by the continued validity Company within ninety (90) days following the delivery of any other provision such notice; then the Company may by written notice to DB terminate the provisions of this AgreementSections 2.1 and 2.2 hereof and the provisions of Section 2.3 hereof that are binding upon the Company, whereupon such provisions shall be null and void and shall have no such termination shall relieve any Person of liability for breach prior to such terminationfurther force or effect.
Appears in 1 contract
Termination of Certain Provisions. (a) The provisions of ARTICLE 2, ARTICLE 3 and ARTICLE 4 of this Agreement (In the “Threshold Amount Provisions”) shall automatically terminate:
event (i) if an option of Non-COC Shareholders to purchase Restricted Shares arises under Section 4.2(b) and the Second Closing has occurred closing with respect to such option would cause, (ii) any proposed Transfer of Restricted Shares pursuant to Article 15 of the Estatutos would cause or (iii) any exercise of a purchase option pursuant to such Article would cause, the Restricted Shares held by the Inmex Shareholders (or the CIB Shareholders, as the case may be) to constitute less than 25% of all issued, subscribed and paid Ordinary Shares, then upon the request of any of the CIB Shareholders (or any of the Inmex Shareholders, as the case may be), promptly but in any case not later than the date of such closing pursuant to Section 2.04(a4.2(b) or the closing of such Transfer or purchase option exercise, as the case may be, each of the Purchase Shareholders shall take all action necessary to eliminate, effective not later than immediately prior to any such closing, all special majority quorum and voting requirements (other than those herein or in the Estatutos relating to restrictions on Transferring the Restricted Shares) from this Agreement, upon the Investor Estatutos and its Affiliates ceasing to beneficially own, in the aggregate, a number Subsidiary Estatutos of ordinary shares each of the Company and/or ADSs that is less than twenty percent (20%) of the total number of issued and outstanding shares in the capital of the Company as of such time calculated on a fully diluted basis;
(ii) if the Second Closing has occurred pursuant to Section 2.04(b) of the Purchase Agreement, upon the Investor and its Affiliates ceasing to beneficially own, in the aggregate, a number of ordinary shares of the Company and/or ADSs that is less than twenty percent (20%) of the total number of issued and outstanding shares in the capital of the Company (but excluding, for such purpose, any shares issued after the date hereof pursuant to the conversion of the Convertible Note (or any portion thereof), the exercise of the Warrant (or any portion thereof), the ESOP or any similar share-based incentive plan as may be adopted by the Company) as of such time;
(iii) if there is a Second Closing Failure and the Investor has confirmed by notice to the Company that (x) all the conditions set forth in Section 2.06 of the Purchase Agreement have been satisfied or, if any such condition is not satisfied and the Investor is entitled to waive such condition, the Investor has irrevocably waived such condition or, if applicable, has not waived such condition but has elected to proceed to the Second Closing under Section 2.04(b) of the Purchase Agreement, and (y) the Investor is ready, willing and capable of proceeding to the Second Closing, upon the Investor and its Affiliates ceasing to beneficially own, in the aggregate, a number of ordinary shares of the Company and/or ADSs that is less than ten percent (10%) of the total number of issued and outstanding shares in the capital of the Company as of such time calculated on a fully diluted basis;
(iv) except as specifically provided in Section 6.1(a)(iii), upon a Second Closing FailureSubsidiaries.
(b) Upon In the termination event (i) an option of Non-COC Shareholders to purchase Restricted Shares arises under Section 4.2(b), (ii) the acceptance or deemed acceptance of an Initial Offer, a Final Offer or a bid to purchase Restricted Shares under Section 5.2 hereof or (iii) an option of Non-Defaulting Parties to purchase Restricted Shares arises under Section 6.2(c), and the closing with respect to any such option or the closing of the Threshold Amount Provisions pursuant acquisition of Restricted Shares in
(1) each of the Shareholders shall take all action necessary to this Section 6.1eliminate, effective not later than immediately prior to such closing, all special majority quorum and voting requirements and all restrictions on Transferring the Threshold Amount Provisions will have no further force or effect, provided that such termination shall not affect the continued validity of any other provision of Restricted Shares from this Agreement, the Estatutos and no the Subsidiary Estatutos of each Subsidiary, and (2) the CIB Shareholders shall cause the Chairman of the Board of Directors, and the Inmex Shareholders shall cause the Series D Representative, to transmit to the Transfer Agent a notice substantially in the form attached hereto as Exhibit I.
(c) In the event any proposed Transfer of Restricted Shares pursuant to Article 15 of the Estatutos would cause, or any exercise of a purchase option pursuant to such termination Article would cause, the Restricted Shares held by the Inmex Shareholders (or the CIB Shareholders, as the case may be) to constitute less than 20% of all issued, subscribed and paid Ordinary Shares, then upon the request of any of the CIB Shareholders (or any of the Inmex Shareholders, as the case may be), promptly but in any case not later than the date of closing of such Transfer or purchase option exercise, each of the Shareholders shall relieve any Person of liability for breach take all action necessary to eliminate, effective not later than immediately prior to such terminationclosing, all special majority quorum and voting requirements and all restrictions on Transferring the Restricted Shares from this Agreement, the Estatutos and the Subsidiary Estatutos of each Subsidiary.
Appears in 1 contract
Termination of Certain Provisions. (a) The provisions of ARTICLE 2, ARTICLE 3 and ARTICLE 4 of this Agreement (In the “Threshold Amount Provisions”) shall automatically terminate:
event (i) if an option of Non-COC Shareholders to purchase Restricted Shares arises under Section 4.2(b) and the Second Closing has occurred closing with respect to such option would cause, (ii) any proposed Transfer of Restricted Shares pursuant to Article 15 of the Estatutos would cause or (iii) any exercise of a purchase option pursuant to such Article would cause, the Restricted Shares held by the Inmex Shareholders (or the CIB Shareholders, as the case may be) to constitute less than 25% of all issued, subscribed and paid Ordinary Shares, then upon the request of any of the CIB Shareholders (or any of the Inmex Shareholders, as the case may be), promptly but in any case not later than the date of such closing pursuant to Section 2.04(a4.2(b) or the closing of such Transfer or purchase option exercise, as the case may be, each of the Purchase Shareholders shall take all action necessary to eliminate, effective not later than immediately prior to any such closing, all special majority quorum and voting requirements (other than those herein or in the Estatutos relating to restrictions on Transferring the Restricted Shares) from this Agreement, upon the Investor Estatutos and its Affiliates ceasing to beneficially own, in the aggregate, a number Subsidiary Estatutos of ordinary shares each of the Company and/or ADSs that is less than twenty percent (20%) of the total number of issued and outstanding shares in the capital of the Company as of such time calculated on a fully diluted basis;
(ii) if the Second Closing has occurred pursuant to Section 2.04(b) of the Purchase Agreement, upon the Investor and its Affiliates ceasing to beneficially own, in the aggregate, a number of ordinary shares of the Company and/or ADSs that is less than twenty percent (20%) of the total number of issued and outstanding shares in the capital of the Company (but excluding, for such purpose, any shares issued after the date hereof pursuant to the conversion of the Convertible Note (or any portion thereof), the exercise of the Warrant (or any portion thereof), the ESOP or any similar share-based incentive plan as may be adopted by the Company) as of such time;
(iii) if there is a Second Closing Failure and the Investor has confirmed by notice to the Company that (x) all the conditions set forth in Section 2.06 of the Purchase Agreement have been satisfied or, if any such condition is not satisfied and the Investor is entitled to waive such condition, the Investor has irrevocably waived such condition or, if applicable, has not waived such condition but has elected to proceed to the Second Closing under Section 2.04(b) of the Purchase Agreement, and (y) the Investor is ready, willing and capable of proceeding to the Second Closing, upon the Investor and its Affiliates ceasing to beneficially own, in the aggregate, a number of ordinary shares of the Company and/or ADSs that is less than ten percent (10%) of the total number of issued and outstanding shares in the capital of the Company as of such time calculated on a fully diluted basis;
(iv) except as specifically provided in Section 6.1(a)(iii), upon a Second Closing FailureSubsidiaries.
(b) Upon In the termination event (i) an option of Non-COC Shareholders to purchase Restricted Shares arises under Section 4.2(b), (ii) the acceptance or deemed acceptance of an Initial Offer, a Final Offer or a bid to purchase Restricted Shares under Section 5.2 hereof or (iii) an option of Non-Defaulting Parties to purchase Restricted Shares arises under Section 6.2(c), and the closing with respect to any such option or the closing of the Threshold Amount Provisions pursuant acquisition of Restricted Shares in
(1) each of the Shareholders shall take all action necessary to this Section 6.1eliminate, effective not later than immediately prior to such closing, all special majority quorum and voting requirements and all restrictions on Transferring the Threshold Amount Provisions will have no further force or effect, provided that such termination shall not affect the continued validity of any other provision of Restricted Shares from this Agreement, the Estatutos and no the Subsidiary Estatutos of each Subsidiary, and
(2) the CIB Shareholders shall cause the Chairman of the Board of Directors, and the Inmex Shareholders shall cause the Series D Representative, to transmit to the Transfer Agent a notice substantially in the form attached hereto as Exhibit I.
(c) In the event any proposed Transfer of Restricted Shares pursuant to Article 15 of the Estatutos would cause, or any exercise of a purchase option pursuant to such termination Article would cause, the Restricted Shares held by the Inmex Shareholders (or the CIB Shareholders, as the case may be) to constitute less than 20% of all issued, subscribed and paid Ordinary Shares, then upon the request of any of the CIB Shareholders (or any of the Inmex Shareholders, as the case may be), promptly but in any case not later than the date of closing of such Transfer or purchase option exercise, each of the Shareholders shall relieve any Person of liability for breach take all action necessary to eliminate, effective not later than immediately prior to such terminationclosing, all special majority quorum and voting requirements and all restrictions on Transferring the Restricted Shares from this Agreement, the Estatutos and the Subsidiary Estatutos of each Subsidiary.
Appears in 1 contract
Samples: Shareholders Agreement
