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: ’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: S Agreement (PRA Health Sciences, Inc.), 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 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 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.. 8
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 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.)
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.)