Common use of Terms of Default Notice Clause in Contracts

Terms of Default Notice. 16.5.1 A transfer of Shares pursuant to a Default Notice shall be subject to the following terms: (a) the Default Notice shall be irrevocable and unconditional; and (b) unless clause 16.6 applies, completion of the sale and purchase of the Call Shares or Put Shares (as the case may be) shall take place on the later of: (i) the [ * * * ] Business Day following the expiry of a period of [ * * * ] Business Days from the date of the Default Notice if the relevant Exit Event is a Terminating Breach which is capable of remedy but has not been remedied in full (at the Defaulting Shareholder’s cost) to the satisfaction of the Non-defaulting Shareholder; (ii) the [ * * * ] Business Day following the date of the Default Notice with respect to any other Exit Event; and (iii) the [ * * * ] Business Day following the date on which the Transfer Value is agreed or determined, (the “Transfer Date”) and otherwise in accordance with clause 17. 16.5.2 For the avoidance of doubt: (a) only the B Shareholder is entitled to serve a Default Notice following a Acorn/JAB Change of Control Event, a Competitor Event, an Insolvency Event relating to the A Shareholder or an event described in paragraphs (b) and (c) of the definition of Terminating Breach or paragraph (a) to the extent of a breach by the A Shareholder; and (b) only the A Shareholder is entitled to serve a Default Notice following a MDLZ Change of Control Event, an Insolvency Event relating to the B Shareholder or paragraph (a) of the definition of Terminating Breach to the extent of a breach by the B Shareholder.