Use of Note to Satisfy Call Payment; Termination of Call Right. Notwithstanding any other provision of this Section 5 to the contrary, if there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant to this Section 5, in order to complete the purchase of any Stock or Options pursuant to this Section 5, deliver to the applicable Management Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 5 that would not cause an Event and (ii) a note having the same terms as that provided in Section 4(c) above with a principal amount equal to the amount payable but not paid in cash pursuant to this Section 5 due to the Event. Notwithstanding the foregoing, if an Event exists and is continuing for one hundred and eighty days (180) days from the date of the Call Event, the proposed repurchase of that portion of the Stock and Options to be repurchased by the Company from the Management Stockholder Entities pursuant to this Section 5 with the note described in the foregoing sentence shall immediately terminate and the Company shall have no further rights or obligations under this Section 5.
Appears in 2 contracts
Samples: Management Stockholder’s Agreement (Del Monte Corp), Management Stockholder’s Agreement (Del Monte Corp)
Use of Note to Satisfy Call Payment; Termination of Call Right. Notwithstanding any other provision of this Section 5 to the contrary, if there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant to this Section 5, in order to complete the purchase of any Stock or Options pursuant to this Section 5, deliver to the applicable Management Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 5 that would not cause an Event and (ii) a note having the same terms as that those provided in Section 4(c) above with a principal amount equal to the amount payable payable, but not paid in cash cash, pursuant to this Section 5 due to the Event. Notwithstanding the foregoing, if an Event exists and is continuing for one hundred and eighty days (180) days 13 months from the date of the Call Event, the proposed repurchase of that portion of the Stock and Options to be repurchased by the Company from the Management Stockholder Entities pursuant to this Section 5 with the note described in the foregoing sentence shall immediately and automatically terminate and the Company shall have no further rights or obligations under this Section 5.
Appears in 2 contracts
Samples: Management Stockholder’s Agreement (PRA Health Sciences, Inc.), Management Stockholder’s Agreement (PRA Health Sciences, Inc.)
Use of Note to Satisfy Call Payment; Termination of Call Right. Notwithstanding any other provision of this Section 5 to the contrary, if there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant to this Section 5, in order to complete the purchase of any Stock or Options pursuant to this Section 5, deliver to the applicable Management Executive Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 5 that would not cause an Event and (ii) a note having the same terms as that provided in Section 4(c) above with a principal amount equal to the amount payable but not paid in cash pursuant to this Section 5 due to the Event. Notwithstanding the foregoing, if an Event exists and is continuing for one hundred and eighty days (180) days from the date of the Call Event, the proposed repurchase of that portion of the Stock and Options to be repurchased by the Company from the Management Executive Stockholder Entities pursuant to this Section 5 with the note described in the foregoing sentence shall immediately terminate terminate, the Stock or Options shall be returned to the Executive Stockholder and the Company shall have no further rights or obligations under this Section 5. The occurrence of an Event shall toll, for any Options or Stock called pursuant to this Section 5, any time period requirements for (x) exercise by the Executive Stockholder or (y) for their termination.
Appears in 2 contracts
Samples: Executive Stockholder’s Agreement (Samson Resources Corp), Executive Stockholder’s Agreement (Samson Resources Corp)
Use of Note to Satisfy Call Payment; Termination of Call Right. Notwithstanding any other provision of this Section 5 to the contrary, if there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant to this Section 5, in order to complete the purchase of any Stock or Options pursuant to this Section 5, deliver to the applicable Management Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 5 that would not cause an Event and (ii) a note having the same terms as that provided in Section 4(c4(e) above with a principal amount equal to the amount payable but not paid in cash pursuant to this Section 5 due to the Event. Notwithstanding the foregoing, if an Event exists and is continuing for one hundred and eighty days (180) days from the date of the Call Event, the proposed repurchase of that portion of the Stock and Options to be repurchased by the Company from the Management Stockholder Entities pursuant to this Section 5 with the note described in the foregoing sentence shall immediately terminate terminate, the Stock or Options shall be returned to the Management Stockholder and the Company shall have no further rights or obligations under this Section 5. The occurrence of an Event shall toll, for any Options or Stock called pursuant to this Section 5, any time period requirements for (x) exercise by the Management Stockholder or (y) for their termination.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (Samson Holdings, Inc.)
Use of Note to Satisfy Call Payment; Termination of Call Right. Notwithstanding any other provision of this Section 5 to the contrary, if there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant to this Section 5, in order to complete the purchase of any Stock or Options pursuant to this Section 5, deliver to the applicable Management RPM Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 5 that would not cause an Event and (ii) a note having the same terms as that provided in Section 4(c) above with a principal amount equal to the amount payable but not paid in cash pursuant to this Section 5 due to the Event. Notwithstanding the foregoing, if an Event exists and is continuing for one hundred and eighty days (180) days from the date of the Call Event, the proposed repurchase of that portion of the Stock and Options to be repurchased by the Company from the Management RPM Stockholder Entities pursuant to this Section 5 with the note described in the foregoing sentence shall immediately terminate terminate, the Stock or Options shall be returned to the RPM Stockholder and the Company shall have no further rights or obligations under this Section 5. The occurrence of an Event shall toll, for any Options or Stock called pursuant to this Section 5, any time period requirements for (x) exercise by the RPM Stockholder or (y) for their termination.
Appears in 1 contract
Use of Note to Satisfy Call Payment; Termination of Call Right. Notwithstanding any other provision of this Section 5 to the contrary, if there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant to this Section 5, in order to complete the purchase of any Stock or Options pursuant to this Section 5, deliver to the applicable Management Employee Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 5 that would not cause an Event and (ii) a note having the same terms as that provided in Section 4(c4(e) above with a principal amount equal to the amount payable but not paid in cash pursuant to this Section 5 due to the Event. Notwithstanding the foregoing, if an Event exists and is continuing for one hundred and eighty days (180) days from the date of the Call Event, the proposed repurchase of that portion of the Stock and Options to be repurchased by the Company from the Management Employee Stockholder Entities pursuant to this Section 5 with the note described in the foregoing sentence shall immediately terminate terminate, the Stock or Options shall be returned to the Employee Stockholder and the Company shall have no further rights or obligations under this Section 5. The occurrence of an Event shall toll, for any Options or Stock called pursuant to this Section 5, any time period requirements for (x) exercise by the Employee Stockholder or (y) for their termination.
Appears in 1 contract
Samples: Employee Stockholder's Agreement (Samson Holdings, Inc.)
Use of Note to Satisfy Call Payment; Termination of Call Right. Notwithstanding any other provision of this Section 5 to the contrary, if there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant to this Section 5, in order to complete the purchase of any Stock or Options pursuant to this Section 5, deliver to the applicable Management Advisor Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 5 that would not cause an Event and (ii) a note having the same terms as that those provided in Section 4(c) above with a principal amount equal to the amount payable payable, but not paid in cash cash, pursuant to this Section 5 due to the Event. Notwithstanding the foregoing, if an Event exists and is continuing for one hundred and eighty days (180) 180 days from the date of the Call Event, the proposed repurchase of that portion of the Stock and Options to be repurchased by the Company from the Management Advisor Stockholder Entities pursuant to this Section 5 with the note described in the foregoing sentence shall immediately and automatically terminate and the Company shall have no further rights or obligations under this Section 5.
Appears in 1 contract
Samples: Advisor Stockholder’s Agreement (Gardner Denver Holdings, Inc.)
Use of Note to Satisfy Call Payment; Termination of Call Right. Notwithstanding any other provision of this Section 5 to the contrary, if there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant to this Section 5, in order to complete the purchase of any Stock or Options pursuant to this Section 5, deliver to the applicable Management Director Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 5 that would not cause an Event and (ii) a note having the same terms as that those provided in Section 4(c) above with a principal amount equal to the amount payable payable, but not paid in cash cash, pursuant to this Section 5 due to the Event. Notwithstanding the foregoing, if an Event exists and is continuing for one hundred and eighty days (180) 180 days from the date of the Call Event, the proposed repurchase of that portion of the Stock and Options to be repurchased by the Company from the Management Director Stockholder Entities pursuant to this Section 5 with the note described in the foregoing sentence shall immediately and automatically terminate and the Company shall have no further rights or obligations under this Section 5.
Appears in 1 contract
Samples: Director Stockholder’s Agreement (Gardner Denver Holdings, Inc.)
Use of Note to Satisfy Call Payment; Termination of Call Right. Notwithstanding any other provision of this Section 5 to the contrary, if there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant to this Section 5, in order to complete the purchase of any Stock or Options pursuant to this Section 5, deliver to the applicable Management Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 5 that would not cause an Event and (ii) a note having the same terms as that those provided in Section 4(c) above with a principal amount equal to the amount payable payable, but not paid in cash cash, pursuant to this Section 5 due to the Event. Notwithstanding the foregoing, if an Event exists and is continuing for one hundred and eighty days (180) 180 days from the date of the Call Event, the proposed repurchase of that portion of the Stock and Options to be repurchased by the Company from the Management Stockholder Entities pursuant to this Section 5 with the note described in the foregoing sentence shall immediately and automatically terminate and the Company shall have no further rights or obligations under this Section 5.
Appears in 1 contract
Samples: Management Stockholder's Agreement (National Vision Holdings, Inc.)
Use of Note to Satisfy Call Payment; Termination of Call Right. Notwithstanding any other provision of this Section 5 to the contrary, if there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant to this Section 5, in order to complete the purchase of any Stock or Options pursuant to this Section 5, deliver to the applicable Management Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 5 that would not cause an Event and (ii) a note having the same terms as that those provided in Section 4(c) above with a principal amount equal to the amount payable payable, but not paid in cash cash, pursuant to this Section 5 due to the Event. Notwithstanding the foregoing, if an Event exists and is continuing for one hundred and eighty days (180) 180 days from the date of the Call Event, the proposed repurchase of that portion of the Stock and Options to be repurchased by the Company from the Management Stockholder Entities pursuant to this Section 5 with the note described in the foregoing sentence shall immediately and automatically terminate and the Company shall have no further rights or obligations under this Section 5.
Appears in 1 contract
Samples: Director Stockholder’s Agreement (National Vision Holdings, Inc.)