Common use of Zoompart Accession Clause in Contracts

Zoompart Accession. Notwithstanding any other provision of this Agreement, if at any time prior to the Maturity Date, either (i) the Zoompart Succession occurs or (ii) Zoompart enters into a firm commitment underwriting agreement with an independent underwriter for the sale of shares, or other securities evidencing shares, of its capital stock (the “Zoompart Stock”) on any regulated market (such transaction, the “IPO” and such date, the “IPO Date”), then, on the Zoompart Succession Date or the IPO Date, as applicable, the Borrower shall automatically assign to Zoompart, and Zoompart shall automatically assume, all of the Borrower’s rights and obligations hereunder (including, for the avoidance of doubt, those set forth in Section 2.09 herein), and the Borrower shall be automatically released from its obligations to the Lender hereunder (the “Zoompart Accession”), it being understood that upon the occurrence of the Zoompart Accession, Zoompart shall have a debt owing to the Lender, and the Borrower shall have a debt owing to Zoompart, in each case equal to the principal amount of the Loan then outstanding plus interest accrued thereon. The Lender hereby expressly connects to the Zoompart Accession. (i) After the Zoompart Accession (regardless of whether the Zoompart Accession has occurred as a result of the IPO or not), on the date on which shares of the Zoompart Stock are delivered to the underwriters for the IPO (the “IPO Settlement Date”), Zoompart shall deliver to the Lender shares of the Zoompart Stock in liens of payment of the principal amount of the Loan then outstanding plus interest accrued therein whether or not then due and payable: (ii) The number of shares of Zoompart Stock to be delivered to the Lender shall be equal to (x) the principal amount of the Loan outstanding as of the IPO Date, plus interest accrued thereon, divided by (y) the net purchase price per share of the Zoompart Stock paid to Zoompart by the underwriters for the IPO (the “IPO Price”). (iii) Zoompart shall obtain all corporate authorizations and approvals and all authorizations and approvals of, and take all other actions required to be taken by, any applicable governmental authority or regulatory body and shall give all notices to, and make all filings with, any such governmental authority or regulatory body, that may be required in connection with the delivery of any Zoompart Stock hereunder. (iv) Zoompart shall not be required to deliver fractional shares hereunder, although it may do so in its sole discretion. If any fraction of a share of Zoompart Stock would, except for the provisions of this clause, not be deliverable hereunder, Zoompart shall pay to the Lender an amount in cash equal to the IPO Price, multiplied by such fraction, computed to the nearest whole cent. (v) On the IPO Settlement Date, the Borrower shall issue to Zoompart, in cancellation of the Borrower’s debt to Zoompart resulting from the occurrence of the Zoompart Accession, that number of voting shares of the Borrower resulting from dividing the principal amount of the Loan outstanding as of the IPO Date, plus interest accrued thereon, by the price per share of the Borrower as will be determined by mutual agreement between Zoompart and the Borrower (which price per share of the Borrower may not be less than the par value per share of the Borrower), Sections 2.06(d) and 2.06(e) shall apply mutatis mutandis to the issuance of shares of the Borrower pursuant to this provision. (b) If the Zoompart Accession has occurred but the IPO does not occur prior to the Maturity Date, on the Maturity Date the Borrower shall issue to Zoompart, in cancellation of the Borrower’s debt to Zoompart resulting from the occurrence of the Zoompart Accession, that number of voting shares of the Borrower resulting from dividing the principal amount of the Loan outstanding as of the Maturity Date, plus interest accrued thereon, by the price per share of the Borrower as will be determined by mutual agreement between Zoompart and the Borrower (which price per share of the Borrower may not be less than the par value per share of the Borrower). Sections 2.06(d) and 2.06(e) shall apply mutatis mutandis to the issuance of shares of the Borrower pursuant to this provision.

Zoompart Accession. Notwithstanding any other provision of this Agreement, if at any time prior to the Maturity Date, either (i) the Zoompart Succession occurs or (ii) Zoompart enters into a firm commitment underwriting agreement with an independent underwriter for the sale of shares, or other securities evidencing shares, of its capital stock (the “Zoompart Stock”) on any regulated market (such transaction, the “IPO” and such date, the “IPO Date”), then, on the Zoompart Succession Date or the IPO Date, as applicable, the Borrower shall automatically assign to Zoompart, and Zoompart shall automatically assume, all of the Borrower’s rights and obligations hereunder (including, for the avoidance of doubt, those set forth in Section 2.09 herein), and the Borrower shall be automatically released from its obligations to the Lender hereunder (the “Zoompart Accession”), it being understood that upon the occurrence of the Zoompart Accession, Zoompart shall have a debt owing to the Lender, and the Borrower shall have a debt owing to Zoompart, in each case equal to the principal amount of the Loan then outstanding plus interest accrued thereon. The Lender hereby expressly connects consents to the Zoompart Accession. (i) After the Zoompart Accession (regardless of whether the Zoompart Accession has occurred as a result of the IPO or not), on the date on which shares of the Zoompart Stock are delivered to the underwriters for the IPO (the “IPO Settlement Date”), Zoompart shall deliver to the Lender shares of the Zoompart Stock in liens lieu of payment of the principal amount of the Loan then outstanding plus interest accrued therein thereon whether or not then due and payable:; (ii) The number of shares of Zoompart Stock to be delivered to the Lender shall be equal to (x) the principal amount of the Loan outstanding as of the IPO Date, plus interest accrued thereon, divided by (y) the net purchase price per share of the Zoompart Stock paid to Zoompart by the underwriters for the IPO (the “IPO Price”). (iii) Zoompart shall obtain all corporate authorizations and approvals and all authorizations and approvals of, and take all other actions required to be taken by, any applicable governmental authority or regulatory body and shall give all notices to, and make all filings with, any such governmental authority or regulatory body, that may be required in connection with the delivery of any Zoompart Stock hereunder. (iv) Zoompart shall not be required to deliver fractional shares hereunder, although it may do so in its sole discretion. If any fraction of a share of Zoompart Stock would, except for the provisions of this clause, not be deliverable hereunder, Zoompart shall pay to the Lender an amount in cash equal to the IPO Price, multiplied by such fraction, computed to the nearest whole cent. (v) On the IPO Settlement Date, the Borrower shall issue to Zoompart, in cancellation of the Borrower’s debt to Zoompart resulting from the occurrence of the Zoompart Accession, that number of voting shares of the Borrower resulting from dividing the principal amount of the Loan outstanding as of the IPO Date, plus interest accrued thereon, by the price per share of the Borrower as will be determined by mutual agreement between Zoompart and the Borrower (which price per share of the Borrower may not be less than the par value per share of the Borrower), . Sections 2.06(d2.06(c) and 2.06(e) shall apply mutatis mutandis to the issuance of shares of the Borrower pursuant to this provision. (b) If the Zoompart Accession has occurred but the IPO does not occur prior to the Maturity Date, on the Maturity Date the Borrower shall issue to Zoompart, in cancellation of the Borrower’s debt to Zoompart resulting from the occurrence of the Zoompart Accession, that number of voting shares of the Borrower resulting from dividing the principal amount of the Loan outstanding as of the Maturity Date, plus interest accrued thereon, by the price per share of the Borrower as will be determined by mutual agreement between Zoompart and the Borrower (which price per share of the Borrower may not be less than the par value per share of the Borrower). Sections 2.06(d) and 2.06(e) shall apply mutatis mutandis to the issuance of shares of the Borrower pursuant to this provision.2.06

Zoompart Accession. Notwithstanding any other provision of this Agreement, if at any time prior to the Maturity Date, either (i) the Zoompart Succession occurs or (ii) Zoompart enters into a firm commitment underwriting agreement with an independent underwriter for the sale of shares, or other securities evidencing shares, of its capital stock (the “Zoompart Stock”) on any regulated market (such transaction, the “IPO” and such date, the “IPO Date”), then, then on the Zoompart Succession Date or the IPO Date, as applicable, the Borrower shall automatically assign to Zoompart, and Zoompart shall automatically assume, all of the Borrower’s rights and obligations hereunder (including, for the avoidance of doubt, those set forth in Section 2.09 herein), and the Borrower shall be automatically released from its obligations to the Lender hereunder (the “Zoompart Accession”), it being understood that upon the occurrence of the Zoompart Accession, Zoompart shall have a debt owing to the Lender, and the Borrower shall have a debt owing to Zoompart, in each case equal to the principal amount of the Loan then outstanding plus interest accrued thereon. The Lender hereby expressly connects consents to the Zoompart Accession. (i) After the Zoompart Accession (regardless of whether the Zoompart Accession has occurred as a result of the IPO or not), on the date on which shares of the Zoompart Stock are delivered to the underwriters for the IPO (the “IPO Settlement Date”), Zoompart shall deliver to the Lender shares of the Zoompart Stock in liens lieu of payment of the principal amount of the Loan then outstanding plus interest accrued therein thereon whether or not then due and payable:; (ii) The number of shares of Zoompart Stock to be delivered to the Lender shall be equal to (x) the principal amount of the Loan outstanding as of the IPO Date, plus interest accrued thereon, divided by (y) the net purchase price per share of the Zoompart Stock paid to Zoompart by the underwriters for of the IPO (the “IPO Price”). (iii) Zoompart shall obtain all corporate authorizations and approvals and all authorizations and approvals of, and take all other actions required to be taken by, any applicable governmental authority or regulatory body and shall give all notices to, and make all filings with, any such governmental authority or regulatory body, that may be required in connection with the delivery of any Zoompart Stock hereunder. (iv) Zoompart shall not be required to deliver fractional shares hereunder, although it may do so in its sole discretion. If any fraction of a share of Zoompart Stock would, except for the provisions of this clause, not be deliverable hereunder, Zoompart shall pay to the Lender an amount in cash equal to the IPO Price, multiplied by such fraction, computed to the nearest whole cent. (v) On the IPO Settlement Date, the Borrower shall issue to Zoompart, in cancellation of the Borrower’s debt to Zoompart resulting from the occurrence of the Zoompart Accession, that number of voting shares of the Borrower resulting from dividing the principal amount of the Loan outstanding as of the IPO Date, plus interest accrued thereon, by the price per share of the Borrower as will be determined by mutual agreement between Zoompart and the Borrower (which price per share of the Borrower may not be less than the par value per share of the Borrower), Sections 2.06(d. Section 2.06(c) and 2.06(e) shall apply mutatis mutandis to the issuance of shares of the Borrower pursuant to this provision. (b) If the Zoompart Accession has occurred but the IPO does not occur prior to the Maturity Date, on the Maturity Date the Borrower shall issue to Zoompart, in cancellation of the Borrower’s debt to Zoompart resulting from the occurrence of the Zoompart Accession, that number of voting shares of the Borrower resulting from dividing the principal amount of the Loan outstanding as of the Maturity Date, plus interest accrued thereon, by the price per share of the Borrower as will be determined by mutual agreement between Zoompart and the Borrower (which price per share of the Borrower may not be less than the par value per share of the Borrower). Sections 2.06(d) and 2.06(e) shall apply mutatis mutandis to the issuance of shares of the Borrower pursuant to this provision.2.06

Zoompart Accession. Notwithstanding any other provision of this Agreement, if at any time prior to the Maturity Date, either (i) the Zoompart Succession occurs or (ii) Zoompart enters into a firm commitment underwriting agreement with an independent underwriter for the sale of shares, or other securities evidencing shares, of its capital stock (the “Zoompart Stock”) on any regulated market (such transaction, the “IPO” and such date, the “IPO Date”), then, on the Zoompart Succession Date or the IPO Date, as applicable, the Borrower shall automatically assign to Zoompart, and Zoompart shall automatically assume, all of the Borrower’s rights and obligations hereunder (including, for the avoidance of doubt, those set forth in Section 2.09 herein), and the Borrower shall be automatically released from its obligations to the Lender hereunder (the “Zoompart Accession”), it being understood that upon the occurrence of the Zoompart Accession, Zoompart shall have a debt owing to the Lender, and the Borrower shall have a debt owing to Zoompart, ; in each case equal to the principal amount of the Loan then outstanding plus interest accrued thereon. The Lender hereby expressly connects consents to the Zoompart Accession. (i) After the Zoompart Accession (regardless of whether the Zoompart Accession has occurred as a result of the IPO or not), on the date on which shares of the Zoompart Stock are delivered to the underwriters for the IPO (the “IPO Settlement Date”), Zoompart shall deliver to the Lender shares of the Zoompart Stock in liens lieu of payment of the principal amount of the Loan then outstanding plus interest accrued therein thereon whether or not then due and payable:; (ii) The number of shares of Zoompart Stock to be delivered to the Lender shall be equal to (x) the principal amount of the Loan outstanding as of the IPO Date, plus interest accrued thereon, divided by (y) the net purchase price per share of the Zoompart Stock paid to Zoompart by the underwriters for the IPO (the “IPO Price”). (iii) Zoompart shall obtain all corporate authorizations and approvals and all authorizations and approvals of, and take all other actions required to be taken by, any applicable governmental authority or regulatory body and shall give all notices to, and make all filings with, any such governmental authority or regulatory body, that may be required in connection with the delivery of any Zoompart Stock hereunderthereunder. (iv) Zoompart shall not be required to deliver fractional shares hereunder, although it may do so in its sole discretion. If any fraction of a share of Zoompart Stock would, except for the provisions of this clause, not be deliverable hereunder, Zoompart shall pay to the Lender an amount in cash equal to the IPO Price, multiplied by such fraction, computed to the nearest whole cent. (v) On the IPO Settlement Date, the Borrower shall issue to Zoompart, in cancellation of the Borrower’s debt to Zoompart resulting from the occurrence of the Zoompart Accession, that number of voting shares of the Borrower resulting from dividing the principal amount of the Loan outstanding as of the IPO Date, plus interest accrued thereon, by the price per share of the Borrower as will be determined by mutual agreement between Zoompart and the Borrower (which price per share of the Borrower may not be less than the par value per share of the Borrower), . Sections 2.06(d) and 2.06(e2.06(c) shall apply mutatis mutandis to the issuance of shares of the Borrower pursuant to this provision. (b) If the Zoompart Accession has occurred but the IPO does not occur prior to the Maturity Date, on the Maturity Date the Borrower shall issue to Zoompart, in cancellation of the Borrower’s debt to Zoompart resulting from the occurrence of the Zoompart Accession, that number of voting shares of the Borrower resulting from dividing the principal amount of the Loan outstanding as of the Maturity Date, plus interest accrued thereon, by the price per share of the Borrower as will be determined by mutual agreement between Zoompart and the Borrower (which price per share of the Borrower may not be less than the par value per share of the Borrower). Sections 2.06(d) and end 2.06(e) shall apply mutatis mutandis to the issuance of shares of the Borrower pursuant to this provision.