Examples of Monaco Option in a sentence
The consideration to be paid by Purchaser to Holder in exchange for the Subject Securities at the Closing (the “Option Consideration”) shall be equal to $40,000,000 less any amounts paid or payable to Holder or any of its Affiliates following the date hereof upon the exercise of the Monaco Option less if Monaco has foreclosed on any of the Subject Securities, $10,000,000.
Holder shall not Transfer any of the Subject Shares, except pursuant to the terms of this Agreement or the Monaco Option.
Holder is the record and beneficial owner of the Subject Shares as of the date hereof and has (and will have as of the Closing Date) good, valid and transferable title to such Subject Shares as of the date hereof (and as of the Closing Date), in each case, free and clear of all Liens, other than restrictions on transfer created by applicable securities laws and Liens created by the Monaco Option and, only with respect to the date hereof, Liens created by the Monaco Pledge.
Purchaser acknowledges and agrees that to the extent the Monaco Option is not exercised and remains in full force and effect prior to the Closing, the Quotas acquired upon the exercise of the Right may be subject to the Monaco Option.
Holder shall not amend the Monaco Option without Purchaser’s prior written consent.
Any and all Pledged Collateral (including, without limitation, dividends, interest, other cash distributions, and proceeds of sale pursuant to the Monaco Option or the Call Option Agreement) at any time received or held by PLEDGOR shall be so received or held in trust for PLEDGEE, shall be segregated from other property of PLEDGOR and shall be forthwith delivered to PLEDGEE in the same form as so received or held, with any necessary indorsements.
If the Monaco Option becomes exercisable and is exercised, the CMC Disposal will further this strategy.
The total consideration payable by the Group for the M & I Transaction, including completion of the M&I Acquisition, the Seychelles Acquisition and the Monaco Option, is therefore BD 386.5 million (US$ 1,025 million) (on a debt free cash free basis and subject to customary adjustments relating to the amounts of debt, cash and working capital in the relevant companies at the relevant completion dates).
The Group and CWC have also entered into put and call option arrangements in respect of the 25 % CMC shares acquired which will become exercisable if the Monaco Option is not exercised and will, in such event and if exercised, require the transfer of the 25 % CMC shares from the Group to CWC for an amount of BD 37.7 million (US$ 100 million).
Prior to voting on the Transaction (including the Monaco Option), you should carefully consider the risks and uncertainties described below, in addition to the other information in this document.