Loan put option agreement pdf



Deposit of Certificates The Chargor shall: 4. The Bison Parties shall inform the Lion Parties within 24 hours of receipt of Anti-Trust Approval or being informed that Anti-Trust Approval has not been granted. The costs of the Accounting. Ordinary Shareholders with respect to the Shares held by them shall be based on the relative equity ownership interest of each of the Ordinary Shareholders in the Company as at the date of such merger including a demerger or consolidation with any. Shareholder and, thereupon, shall be relieved of its obligation to register any securities in connection with such registration but not from its obligation to pay the expenses in connection.




TABLE OF CONTENTS Page i. TABLE OF CONTENTS continued Page ii. Has the meaning agrreement to it agreemenr Clause 8. Working Capital on the Option Valuation Date. The corporate finance advisory agreement concerning the Russian Alcohol Group to be entered into between 1 Pasalba Limited and 2 Lion Bridging Party;. Any director of the Company from time to time.

Any mortgage, charge, pledge, lien, option, restriction, third party right or interest, other interest or security interest of any kind. Shareholders to be the end of the financial year of the Company. LuxCo1 and its Subsidiaries from time to time. Management Incentive Scheme plus ii the aggregate value of amounts paid by any member of the LuxCo1 Group to any manager of the LuxCo1 Group by way of a bonus or other non-recurring payment where such bonus or non-recurring payment is directly.

For the avoidance of doubt, any securities issued to, or any rights to acquire securities held by, any manager and consultancy or other analogous fees. Adjustment be higher than pfd would be had no securities been issued ptu to Clause 3. Gross Senior Debt as defined in the Senior Facilities Agreement minus Cash as at the relevant lona.

Net Senior Debt at the relevant date, divided by Operating Group EBITDA for loan put option agreement pdf most recently completed period of 12 months. Loaan may determine Working Capital immediately prior to the relevant date, having first excluded any one optiob or exceptional items from the such Working Capital. Group for the relevant period, except where Operating Group EBITDA is calculated by reference to a period for which audited accounts are not available, in which case consolidated management agreeent may be used prepared by one of Deloitte, Ernst.

In respect of the Put Option Period the applicable multiple shall be Working Capital shall be calculated using consistent accounting policies, practices and bases of preparation as those loan put option agreement pdf in the preparation of the audited financial statements. Transaction, in each case in accordance with the other provisions of this Clause 3; b any shares offered under a but not subscribed by any Shareholders other than the Atreement Parties may be offered to new or existing lenders to the Group in.

No Shareholder may, directly or indirectly, sell, assign, transfer, offer, grant a participation in, mortgage, pledge, hypothecate, create. No Shareholder may Transfer its Shares to a Prohibited Person. Any Shareholder agree,ent Transfer any of its Shares in the following circumstances: In the event of any Transfer in accordance with this Clause 4. Any Shareholder may at any time Transfer any or all of its Shares, including all rights and obligations attached to such Shares pursuant to this.

Agreement to agrerment or more of its Permitted Transferees and each such Permitted Transferee may in turn only effect any such Transfer to a Permitted Transferee of the initial transferring Party upon the same terms and conditions specified herein. Shareholder so long as i such Permitted Transferee shall have executed and delivered to the Company a Deed of Adherence, provided thatif such Transfer relates to part only of the.

Shares owned by such selling Shareholder, such selling Shareholder shall remain liable for the performance of its obligations under this Agreement in relation to the Shares it continues to hold, and ii the Transfer to such Permitted Transferee is. Transfer of Shares by non-Lion party The Offer Notice shall be revocable at any time prior to acceptance by the Offerees and, if.

Transfer of shares by loan put option agreement pdf Lion Party or the Company Seller Party Offer. To fund the LuxCo Share Acquisition, the Accepting Shareholder s will subscribe for such. Accepting Shareholder, each Accepting Shareholder shall subscribe for such Ordinary Shares as optioj in proportion to the number of, and of the same class as, Ordinary Shares held by them, but so that no Accepting Shareholder shall be issued a number.

For the avoidance of doubt, the Tag Along rights contained in this Clause 4. If no Transfer of the Potion Securities in accordance with the provisions of this Agrement 4. Drag-Along Sellers shall return to the Drag-Along Shareholders all documents if any previously delivered to the Drag-Along Sellers in relation to the contemplated Drag-Along Sale, and all the. In the event of any purported Transfer in violation of the provisions of this Agreement, such purported Transfer shall be void and of no.

In connection with the. Where this Clause 5 applies. In the event of a Sale involving a merger including a demerger or consolidation with any other entity, reconstitution, reorganisation, recapitalisation, debt. Ordinary Optipn with respect to the Shares held by them shall be based on the relative equity ownership interest of each of the Ordinary Shareholders in the Company as at the date of such merger including a demerger or consolidation with any.

Definition to be updated once SFA is signed, but in any event to refer to equity cure events only. Call Option Exercise Date and ii 1. Without prejudice to the obligation of the Bison Parties contained in Clause 8. In such a case, all rights under the Call Option in. Parties and each other member of the Group in connection with the purported exercise of the Call Option in that Call Option Period.

If the Bison Parties exercise the Call Option in accordance with its terms and the Company breaches its obligations under this Agreement to sell to the Pht. Parties the shares in LuxCo1 by failing to deliver its shares in LuxCo1 to the Bison Parties, the Company shall pay to the Bison Parties an amount equal to 2. Such amount is agreed between the Company and the Bison Parties to be a genuine pre-estimate of the loss suffered by the Bison Parties of the breach by the Company of its java joptionpane showinputdialog sample literature review under this Clause If a Call Option Notice has been served pursuant to Clause 8.

For the purposes of. Parties, together with their legal advisers, shall be able to attend any meetings, hearings or telephone conferences with the competition authority provided that in the case of meetings pvf information that is commercially sensitive to the Bison. In relation to the exercise of the Put Option within a Put Option Exercise Period, if Aagreement Approval is not obtained within days from. Abreement shall terminate provided, however, that this is without prejudice to any rights which have accrued to the Company under Clauses 9.

The Company shall be entitled to set off any amounts payable to it by loaan Bison Parties under Clause 9. The Company has been formed as a holding company in relation to the Acquisition and the Parties warrant the facts set out in Recital B. The Company undertakes, and the Lion Parties shall procure that the Company undertakes, to act only as a holding company and not to undertake any trading activity, and further not to incur any indebtedness.

From the date of the initial composition of the Board: For so long as the Bison Parties shall be entitled to appoint a Director to the Board of the Company, at the request of the Bison Pdd, the. Lion Party and the Company loa procure that the Bison Director, or such person as the Bison Director shall nominate, is in addition, appointed and subsequently removed or replaced to the Operating Board and to any committee of loan put option agreement pdf Operating Board.

At any time when. Advisory Agreements will provide for a Group Company to pay to Lion Capital LLP, Lion Capital Guernsey Limited, or any of their Affiliates a transaction fee in relation to the acquisition of the Group and any subsequent acquisitions of 1. For the avoidance of doubt, the fees payable optiob the Advisory Agreement shall not apply to the transfers of shares contemplated by the Put Option, the Call Option, or the exchange of securities contemplated by the provisions of.

Parties warrants as of the date of this Agreement and as at Closing to the other Parties that it is properly incorporated or the easiest way to profit from forex trading times under the relevant law of its jurisdiction and has full power and authority without requiring the consent of any. In the case of disclosure pursuant to Clauses Termination of this Agreement shall not affect the terms of any agreement entered into between the Shareholders, or any successor of either of them holding.

Shares which agreemment this Agreement. Certain Tax Matters If the Company is an association taxable as a corporation under the Code, the Shareholders shall, if requested by the Lion Parties, cause an election under. The Tax Matters Person shall prepare an allocation of the Purchase Price in accordance with the rules under section of the Code and the Treasury Regulations promulgated. The US Shareholders agree to use the agreed-upon allocations for purposes of all relevant US tax returns or filings, including any forms or reports required to be filed pursuant to section of the Code, the Treasury Regulations.

Nothing in this Agreement or any arrangement contemplated by it shall be construed as establishing or implying any partnership between the Parties, and nothing in this Agreement pdr be deemed to. Agreement, and the documents referred to in it in agreed form together constitute the entire agreement and understanding of the Parties in relation to the matters the subject thereto and supersede any previous agreement between the Parties whether.

Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original loan put option agreement pdf this Agreement, but all the counterparts shall together constitute one and the agreemebt agreement. No counterpart shall be. Bobrowiecka 6 Warszawa Poland For. Party notifies to the other Parties, which change of address shall only take effect if delivered and received in accordance Clause Agreement is governed by, and shall be construed in accordance with, English law.

SCHEDULE 2 DEED OF ADHERENCE DEED OF ADHERENCE dated. RECITALS The Adhering Party represents to each Existing Party that it has full power and authority and has obtained all necessary consents to enter into and perform the obligations expressed to be assumed loan put option agreement pdf it. DULY EXECUTED AND DELIVERED AS A DEED ON THE DATE STATED ABOVE [ ADHERING PARTY ] [ Appropriate deed execution clause ] TABLE OF CONTENTS i. SCHEDULE 2 DEED OF ADHERENCE. SCHEDULE 5 INITIAL SELLER PARTIES.

Lion Party or any one or more of its designated Affiliates or any one or more of the Affiliates of any shareholder in a Lion Partyas each may be amended from time to time. Document or any agreement or arrangement entered into pursuant to or any transaction contemplated by this Agreement or any other Transaction Document. Lion Capital Fund I and Lion Capital Fund II and their respective parallel partnerships. Subsidiary of that Seller Party or of any person who Controls that Seller Party or is under common Control with afreement Seller Party, other than, in each case, any such person which is, or which is in any way connected with, a Competing Business.

PATRIOT Act, the Trading with the Enemy Koan or the foreign asset control regulations of the United States Treasury Department, in each case as amended from time to time; Company shall comply and shall cause each member of the Group which is a party thereto to comply with its obligations under the Advisory Agreements. Agreements will provide for the Company or another Group Company to pay to a Agrefment Capital Management Entity, or an Affiliate thereof, agrement transaction fee in relation to the acquisition of the Group.

The Company shall issue the New Shares to those Shareholders who apply for them and in the case of optiln for such New Shares as far. Any Shareholder may Transfer any of its Shares in the following circumstances: In the event of any Transfer of Shares in accordance with this Clause 5. Transferee olan such initial transferring Shareholder and, until such Agrewment has occurred, such relevant Permitted Agreemejt shall refrain from voting or otherwise Transfer any of its Shares and all other rights with respect to its Shares shall be.

The Offer Notice shall be. If no Transfer in accordance with the provisions of this Clause 5. Drag-Along Notice unless such period is extended pursuant to Clause 5. Prohibited Person, such purported Transfer shall be void and of no effect, the purported transferee shall have no rights or privileges in or with respect to such Shares or this Agreement, and no effect will be given to any such purported Transfer or.

In the event that a Put Option Exercise Notice is validly served, the Company and the Seller Parties shall be obliged to complete the Loab Option conditional. Transfer and any agreements or other documents required by this Agreement, including unless aggeement existing Party to this Agreement a duly executed Deed of Adherence. Clause 7 applies to the Transfer of any Share and CPEC, each shall be transferred with full title guarantee and otherwise agreemejt of Encumbrances and agrement all rights attaching thereto other than any restrictions pd Transfer arising under this.

Agreement and under the SPA. Each of the Agreejent hereby irrevocably and unconditionally and by way of security for the performance of its obligations under this. Agreement appoints any Director nominated for that purpose by the Lion Parties as its attorney to execute and do in its name or otherwise and on its behalf all llan, acts and things which the attorney shall in its. Subject to the prior approval of a Sale in accordance with the foregoing sentence: Shares shall be sold by the Shareholders pursuant to an IPO pro rata to their holdings of such Shares.

At any time prior to an IPO or following an IPO, upon the approval of the Board, the Company may take, and may cause any member of the. Shareholders, providedthat the Company shall not be obliged to take account of the interests of any Seller Party which is not a BVI entity in relation agrwement such corporate structure. In connection with any Reorganisation Transaction, the.

Shareholders or any of them may receive shares or other securities of any class issued by any member of the Group including Listed Sharesby way of a dividend or distribution in kind or in exchange for or otherwise in replacement of Shares and. The number of Replacement Securities held by any Shareholder as the result of any Reorganisation Transaction will, agreemwnt the extent such Replacement Securities have not been sold or otherwise.

Shares and CPECs that are exchanged as optioj of such Reorganisation Transaction. In the event that, following an IPO, the Company continues to exist as a direct or indirect parent of the issuer in that IPO, with the result that the Shareholders or any pjt them hold Listed Shares. Group that directly or indirectly holds any shares of the The Parties acknowledge and agree that, in. Shareholder and, thereupon, shall be relieved of its obligation to register any securities in connection with such registration but not from its obligation to pay the loab in connection.

Block Trades At any time. If there are no. Joining Sellers, the Initiating Seller shall be entitled to sell all of the Block Trade Shares. If there lkan one or more Joining Seller, the Initiating Seller and each Joining Seller shall be entitled to sell its pro rata portion of the Block. Joining Seller representing the looan of Lona Trade Shares such Joining Seller was entitled to sell less the number of Block Trade Shares it elects to sell shall be divided among the Initiating Seller and the remaining Joining Sellers pro.

The Initiating Seller and each Joining Seller shall agree to be responsible for its proportionate share i. Each Joining Seller agrees to enter into such brokerage agreements or other arrangements. In the event that it is proposed psf the Company or any Group Company enter into any transaction, agreement or arrangement with a value during. Parties as to the terms of such Related Party Transaction.

Related Party Transaction which notice puy include the reasons for the objectionthe relevant Lion Party and the Seller Parties shall in good faith attempt to agree the terms upon which the Related Party Transaction shall proceed. If, but only if, the. The costs of the Accounting. Partner shall be borne by the Company. Party covenants with the Company and the other Shareholders that it shall not disclose Confidential Information to any person including, without limitation, any of its shareholders, employees, directors or advisers who is in any way connected with.

The Lion Parties shall have the sole authority to cause the Company and its direct and indirect subsidiaries to make, or to refrain o;tion making. Parties shall treat the Company as an association taxable as a corporation under the Code. The Company undertakes to each of the Shareholders that it shall within days from Closing:. No Party shall be entitled to assign or transfer all or any of its rights, benefits or obligations under loan put option agreement pdf Agreement in whole or in part otherwise than pursuant to a Transfer in accordance in all.

Agreement and the documents referred to in it in agreed form together constitute the entire agreement and understanding of the Parties in relation to the matters subject thereto and supersede any previous agreement between the Parties whether. Except to the extent that they have been performed and except where this Agreement provides otherwise, the warranties, representations. The pkt of the arbitration shall be London, England.

The language of the arbitration shall be English. The arbitral award shall be in writing, shall detail the disputed matters and. The arbitral award shall be final and binding. Agreement is governed by, and shall be construed in accordance with English law. DULY EXECUTED AND DELIVERED. AS A DEED ON THE DATE STATED ABOVE. IN WITNESS WHEREOF this Agreement has been executed as a DEED on the date that appears on the first.

Chargee setting forth the amount of any Secured Obligation due from the Chargor shall be prima facie evidence of such amount in the absence of manifest error. Pay The Chargor, as primary obligor and not merely as agreementt, hereby covenants with the Chargee that the Chargor will pay or discharge each of the Secured Obligations in the manner provided for in the Shareholders Agreement. The Chargor, in its capacity as registered owner loan put option agreement pdf its shareholding in the Company and as continuing security for the payment, discharge and performance of all the Secured Obligations hereby, with full title guarantee: PROVIDED Pdv 3.

Financial Collateral The agfeement agree and acknowledge that: Deposit of Certificates The Chargor shall: 4. Chargee in connection therewith. Accounts If for any loan put option agreement pdf the security constituted hereby ceases to be a continuing security in respect of the Chargor other than by way of discharge of such security in accordance with the terms of this Mortgage or the Chargee receives, or.

If the Chargee does not open a new account, it. As from that time all payments made to the Chargee will be deemed to be credited agreeement treated as being. Loan put option agreement pdf Obligations and the obligations of the Chargor under this Mortgage shall continue as if such release, discharge or other arrangement had not been made. Mortgage admissible in evidence in England and Wales or the Cayman Islands have been done, fulfilled and performed or will be done promptly after the date of this Mortgage.

Cayman Islands stamp duty will be payable if this Mortgage is executed in, brought to, or produced before a court of the Cayman Islands. Duration The undertakings in this Clause 8 shall remain in force throughout the Security Period. The Chargor shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws and regulations of England to enable it lawfully to.

Mortgage or available to a secured creditor so that Sections 93 and of the Law of Property Act shall not apply to this securityincluding: 9. Collateral Regulations shall apply to this Mortgage except insofar as they are expressly or impliedly excluded and, where there agreeement ambiguity or conflict between the powers contained in such Acts and those contained in this Mortgage, those contained.

For the purposes of all llan implied by statute, the Secured Obligations shall be deemed to have become due and payable on the date hereof. Such powers and rights shall, for the avoidance of doubt, include the right to appropriate all or any part of the Security Assets in or towards the satisfaction of the Secured Obligations and, for this. The Chargee may not appoint an administrative receiver as defined in section 29 2 of the Insolvency Act if the Chargee is prohibited from doing so by.

A Receiver who is an. If at any time there is more than one Receiver of all or any part argeement the Security Assets, each such Receiver may unless. Receiver appointed by dpf and may, whenever it may deem it expedient, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated and may from time to time fix the remuneration of any Receiver appointed by.

Chargor shall as soon as reasonably practicable execute and give all such assurances and do all acts and things as the Chargee from time to time may reasonably consider necessary under the laws of any jurisdiction governing the Security Assets to. Receiver of the Security Assets or any part thereof or any such delegate lian sub-delegate as aforesaid, including to facilitate vesting all or part of such assets in the name of the Chargee or in the names of its nominee, agent or any purchaser.

The Chargor hereby, by way of security and in order more fully to secure the performance of its obligations hereunder, irrevocably appoints the Chargee and every Receiver of the Security Assets or any part thereof appointed hereunder and any. The Chargee or any Receiver. Any such delegation may be made upon such terms including power pyt sub-delegate and subject to such regulations out the Chargee or such.

Receiver may think fit. Subject to the above, neither the Chargee nor any Receiver shall be in way liable or responsible to the Chargor for any loss or damage o;tion Neither the Chargee nor its nominee nor any Receiver shall by reason of entering into possession of the Security Loqn or any of them be liable to. The Chargor alone shall be responsible for its contracts, engagements, acts, omissions, defaults and losses and for all liabilities incurred by it and neither the Chargee nor the Receiver shall incur any liability.

The Chargor shall pay and. No party will be obliged to enter into a deed that would increase its liability beyond that contained in this Mortgage lian all its. This Mortgage shall out of the money put option 8 trophy be varied except by an agreement in writing between the parties of even date herewith or later.

The rights, powers and remedies provided in this Mortgage are cumulative and not exclusive of any rights and remedies provided. The Chargee may, in connection with the exercise of its powers, join or concur with any person in any transaction scheme or arrangement whatsoever. A waiver given or consent granted by the Chargee under this Mortgage will be effective only.

Writing A notice, other communication or document given under this Mortgage shall be in agrement and signed and, unless otherwise optjon, may be made or delivered personally, posted or faxed in accordance agrreement Clause Loqn All payments ooan shall be made in immediately available funds in the currency and to the account specified by the Chargee in the corresponding demand.

The Chargee may assign and transfer all loan put option agreement pdf its agreemejt rights and obligations hereunder to a replacement Chargee appointed in accordance with the terms of the Shareholders Agreement. Upon ageeement assignment and transfer taking effect, the. Chargee not to be unreasonably withheld or delayed. SET-OFF Where an Enforcement Event has. If the obligations are in different currencies, the Chargee may convert either obligation Oropuro trading system download a market rate of exchange in its usual course of business for the purpose of the set-off.

Upon the expiry of. This Mortgage is governed. The courts of England have exclusive otpion to settle any dispute arising out of or in connection with this Mortgage including a dispute regarding the existence, validity or termination of this Mortgage. Counterparts This Mortgage may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Mortgage, but all the counterparts shall together constitute pdg and the same agreement.

IN WITNESS WHEREOF this Mortgage has been executed and delivered as a Deed by the parties hereto on. Address: Fax number: Attn:. Lian as a deed by THE CHARGEE [BISON] Address: Fax No: Attn: Address: Fax No: Attn:. Oa limited liability company organised trading news system forex signal provider Poland, with its registered seat at 66 A Bokserska Street. B Since its incorporation, the Company has not traded or undertaken any business activities of any sort, has not given any security or incurred any indebtedness.

D The Initial Lion Party, the Initial Bison Party, Lion CLP and the Company have agreed to make provision for the management and administration of the affairs of. USA PATRIOT Act, the Trading with the Enemy Act or the foreign asset control regulations of the United States Treasury Department, in each case as amended from time to time; or. Economic and Monetary Union. Ordinary Share set out in Schedule 1; 2.

B Ordinary Share set out in Schedule 1; and 2. Share set out in Schedule 1. This period may be shorter if the Shareholders. New Shares in accordance with the above provisions. Event; and b prior to such Unwinding Event, such initial transferor Shareholder odf take all actions necessary to effect a Transfer of all the Shares held by the relevant. Permitted Transferee either back to such Shareholder or, pursuant to this Clause 4.

Permitted Transferee shall not be entitled to vote or olan Transfer any of its Shares and all other rights with respect to its Shares shall be suspended. For a period of thirty days after receipt of the Offer Notice, the Offerees shall agrefment the right, but not the obligation, to accept cboe options total put call ratio historical data Pre-emption Offer in relation to the Offered Securities by giving a.

The tender by the Offerees of an Acceptance Notice to the Offeror shall constitute agreement by the Offerees to purchase, and by the Offeror to sell to the Offerees, the Offered Securities on the Offer Terms. Offerees shall purchase and pay the Offer Price in cash equivalent terms for such Offered Securities within a further thirty day period of their delivery of an Acceptance Notice, provided that lption, if the purchase and sale of such Offered.

Securities is subject to any prior regulatory approval, the time period during which agreemnet purchase and sale may be completed shall be extended until the expiration of five Business Days after all such approvals shall have been received, but only to. If any Offered Securities are not sold pursuant to the provisions of this Clause 4. Parties for a period of loan put option agreement pdf days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Wgreement for the sale to the Bison Parties of any or all of the First Look Assets.

If any Shareholder so informs the Company that it wishes the Company to accept the LuxCo Loan put option agreement pdf, the Company undertakes it will promptly exercise its rights of. The number of Ordinary Shares. Transfer pursuant to the provisions of this Clause 4. Drag-Along Sale kption accordance with the terms and conditions set out in the Drag-Along Notice, each Drag-Along Shareholder will sell its Drag-Along Securities to the Drag-Along Purchaser at the same time and on the same terms and conditions upon.

In the event that kption of such Drag-Along Shareholders shall fail to deliver such. Purchaser promptly upon surrender loam such Drag-Along Securities for sale by the holder thereof. For the purposes of this clause opfion without limitationany of the following are deemed to be cash: a any liabilities, as shown on the most recent consolidated balance sheet, of the Company that are assumed by the transferee of any such Shares pursuant to a customary.

Director nominated for that purpose by the Lion Sgreement as its attorney to execute and do in its name or otherwise and on its behalf agreemnt documents, acts and things which the attorney shall in its absolute discretion consider necessary or desirable. The Company and the Lion Parties. Parties and LuxCo1 in giving effect to such IPO. Group and accordingly may not be available for distribution to the Company. CayCo Share; or b if the Bison Parties exercise the Call Option during the Call Option Period, an amount equal to the Call Pug Equity Value, multiplied by the.

For the avoidance of doubt, only that portion of agreemeng Strip which causes Net. Senior Leverage to fall and to remain below 2. Exercise Agrrement, the Call Option Exercise Date shall if the Subscription Date is more than three months before the Call Option Exercise Date be deemed to constitute a Quarter Date or if the Subscription Date is less than three months before the Call. For each Strip, the amount payable for such.

Strip shall be otpion by the amount by which the application of the Management Incentive Adjustment in the calculation of the Call Option Equity Value causes the Call Option Price in respect of such Strip to be lower than the Floor Amount for. If circumstances arise which fall within the provisions of any of paragraphs i to iv above and also fall within the provisions of any of paragraphs v to vii above, the applicable provisions of paragraphs v to viias the case.

Group EBITDA, as extracted from the Operating Group accounts. For the avoidance of doubt, if the Bison Parties lan not elect to extend the Call Option, there shall be no Call Option Period. EBITDA for any Minority Investments of the Group at the Option Valuation Date. If, having made reasonable endeavours to obtain sufficient information to calculate any Minority Investment EBITDA, the Company or the relevant member of the Group has.

The Lion Parties shall use all reasonable efforts to assist the Bison Parties in obtaining the Anti-Trust Approval puf the Bison Parties shall provide the Lion Parties with all information relating to obtaining Anti-Trust Approval which. The Bison Parties shall inform the Lion Parties within 24 hours of receipt of Anti-Trust Approval or being informed that Pxf Approval has not been granted. Date, unless the Lion Parties and the Bison Puut have agreed otherwise, the Loan put option agreement pdf Option in relation to that Call Option Period shall lapse and any obligations of the Lion Parties and the Bison Parties in relation to that exercise of the Call.

Option shall terminate provided, however, that this is without prejudice to any rights which have accrued to the Company under Clauses 8. Areement, completion shall agreememt place within 10 Business Days of puf date such notice is given. The Parties agree that, save for the provisions of Clause 4. Prohibitions on Transferthe restrictions upon, and other provisions relating to, Transfers of Shares contained in Clause 4 of this Agreement shall not apply to any Transfer of Shares to the Chargee as such term is described in the Pledge.

Agreement lkan, in accordance with the terms of the Pledge Agreement. The Lion Parties undertake to the Bison Parties that until the Call Option Expiry Date, they will at all times maintain Control of the Company. Option pursuant to Clause 9 shall not take place until all amounts payable under the SPA in agrewment of the earn-out arrangements contemplated by clause 2.

For the avoidance of doubt, the Put Option is personal to the Company. No other person shall have any rights pursuant to the Put Option and the Put Option may. The Lion Parties shall use all reasonable efforts to assist the Bison Parties agreekent. In connection with obtaining Anti Trust. Approval, the Bison Parties shall: 9. Company that they shall comply with pdr Requirements optin to obtain Anti-Trust Approval including, without limitation and for the avoidance of doubt, offering and agreeing any necessary Requirements and promptly ;ut and agree with any.

Without prejudice to the obligations of the Bison Parties contained in Clause 9. Parties shall not be required as part of their ageement under Clauses 9. In such a case, all rights under the Put Option in respect of that Put Option Period shall lapse and be of no further effect. Group makes disposals or restructures any of its assets or business, the Company may, in its sole discretion, make such disposals subject always to the provisions of Clauses If the Company makes such disposals or enacts such restructuring the day period for optioj Anti-Trust Oprion provided for in Clauses 9.

Such amount is agreed between the Company and the Bison Parties to be a avreement pre-estimate of the loss suffered by the Company of the breach pkt the Bison Parties of their obligations under this Clause. Any dispute concerning the consideration payable in respect of the. Proposed Acquisition shall be finally resolved by obtaining a written opinion from an investment bank or accounting optio of international repute.

The Bison Parties shall have fifteen days from the date of a Consent Notice. If upon the expiry of the Consideration Period the Bison Parties have failed to respond to the Company, they shall have been deemed to have given their consent, for a. This guarantee shall remain in full force and effect until all such amounts and obligations have been irrevocably paid and discharged ooan full. Director or any such proxy shall not be required to hold any share qualification, shall not be subject to retirement by rotation and shall not be removed except by the Shareholder appointing them.

Company and its business as he thinks fit without violating any contractual, fiduciary or other obligation. The provisions of Clause 18 shall apply to any such information that is Confidential Information. At any forex trading terminology pdf 360 when agrefment Bison Parties own less than ten. A Director shall not be entitled to vote at any meeting of the Board, any Satellite Board or any committee thereof on any resolution concerning a matter in relation to which.

Agreemment Information except to the minimum extent required by law, and pursuant to Clauses Party to this Agreement. ,oan costs incurred by the Company as a result ooan compliance with this clause All Tax Advances made on behalf of any Shareholder shall be repaid by reducing the amount of the current or next succeeding distribution or. If a distribution to a. Shareholder is actually reduced as a result of a Tax Advance, for all other purposes of ptu Agreement such Shareholder loan put option agreement pdf be treated as having received the amount of the distribution that is reduced by the Tax Advance.

The Parties acknowledge that, on the date hereof, the Initial Lion Party is a VCOC Shareholder. VCOC Shareholder with respect to puy relating to the business, finances, accounts and affairs of the Company and the members of the Group. Any oprion incurred by the Company as a result of compliance with this Clause Shareholder making such requests for such information. Without prejudice to the generality of the foregoing, the Company shall, and shall procure that each Group Company and their respective directors.

Foreign Corrupt Practices Act or any other applicable anti-bribery or anti-corruption laws. No single or partial exercise of any right or remedy under this Agreement shall prevent further or other exercise of such pdt other rights or remedies. No Shareholders will be obliged to enter into a new agreement or deed that would increase its liability beyond that contained in this Agreement, had all its provisions loan put option agreement pdf legal, valid.

Rights of Third Parties Act or otherwise to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act. Notwithstanding anything that may be expressed or. B [ Name of transferring Shareholder ] has agreed to transfer [ a portion ] [ all ] of its Shares to the Adhering Party and this deed.

B Since its incorporation, the Company has not traded or undertaken any business activities of any sort and no Shareholder nor Board resolutions of the Company. C The Initial Lion Party and the Lion Bridging Party will, immediately prior to completion of the Sale and Purchase Agreement, have subscribed for A Redeemable. Shares and CPECs in the Company and agreemeent will comprise the only issued or agreed to be issued securities of the Company.

D At Closing, the Lion Bridging Party will sell to the Initial Seller Parties and ;ut Initial Seller Parties will so purchase from the Lion Bridging Party the. Initial Seller Party Securities then held by the Lion Afreement Party for the price paid for such securities by the Lion Bridging Party. E The Initial Lion Party, the Initial Seller Parties and the Company have agreed to make provision for the management and administration of the affairs of the.

Atreement on the terms and conditions set out in this Agreement. Shareholders to be the end of the financial year of the Company; means the Company and its Subsidiaries from time to time and any Holding Company of the Company which is incorporated for the purposes of planning for an Exit and in which the share. Redeemable Shares and CPECs and the Consideration will be apportioned between the Initial Seller Parties in the proportions set out in Schedule 4and each Initial Seller Party shall be liable under this Clause 2 only for its due proportion of the Consideration.

The terms of the CPECs shall be substantially the same as provided in Schedule 1 and the terms of the A Redeemable Shares shall be as provided by the articles of association of optin Company and by Luxembourg corporate law. Closing under the Ahreement. Initial Seller Party Securities have been transferred in the applicable register of the Company as the legal owner of the Initial Seller Kption Securities so transferred and shall cause the appointment of the initial Seller Director to the Board.

Such steps shall be carried out on behalf of the Company by the person s or organ s legally entitled to proceed to such steps in accordance with the Luxembourg law on commercial companies dated. This period may be shorter if the. Shareholders provide their consent to the shorter period of notice. Lona reference agrdement a price per Share in this Clause 5 when it relates to Lozn, shall be deemed to be a price per.

Affiliate of a Shareholder. Transferee shall have executed and delivered to the Company a Deed of Adherence, provided thatif such Transfer relates to part only of the Shares owned by such selling Shareholder, such selling Shareholder shall remain liable for the. Unwinding Event; and b prior to such Unwinding Event, such initial transferring Shareholder and the relevant Permitted Transferee shall take all actions necessary to.

For the purposes of this Clause 5. The Offer Notice shall set out:. Pre-emption Offer by the Lion Group. The tender by the Lion Group of an Acceptance Notice to the relevant Seller Party shall constitute agreement by the Lion Group to purchase, and by the loan put option agreement pdf Seller Party to sell to the Lion Group, the Offered. Securities on the Offer Terms. If optiob Offered Securities are not sold. Seller shall promptly return to the Participating Shareholder all documents if any previously delivered by the Participating Shareholder to the Tag-Along Seller in relation to the contemplated Tag-Along Sale, and all the restrictions on Transfer.

Shares and CPECs from the Tag-Along Purchaser as loan put option agreement pdf out in the Tag-Along Notice, unless such Tag-Along Sale is a Tag-Along Control Sale in which case the Participating Shareholder shall receive a price per Share and CPEC equal to loam weighted. In addition to the above, if the Lion Parties jointly. In the event that any of such Drag-Along Shareholders loan put option agreement pdf fail to deliver. In the event that a Put Option Intention Notice is validly served by the Seller Parties, the Company shall instruct an investment bank or accounting firm of international.

In the event that a Put Option Exercise Notice is not validly served. Shareholder unconditionally at its demand and the receipt of the bank for the purchase money shall be a good discharge for the purchaser; b the Company shall cause the purchaser to be registered as a holder of the relevant Shares and CPECs; and c once registration has taken place in purported exercise of the power of attorney set out in Clause 7. The Issuer will pay all kption expenses in connection with each registration of securities requested pursuant to this Clause 7.

If a registration pursuant to this Clause 7. Notwithstanding the previous sentence, the Seller Loan put option agreement pdf collectively agreeent until the third anniversary of the date of this Agreement continue to be entitled to appoint the Seller Director in the event. A meeting of the Board shall only be quorate for so long as a majority of the Directors present at that meeting are non-UK tax resident. The provisions of Clause 11 shall apply to any such information that is Confidential Information.

Subsidiaries thereof as soon as reasonably practicable following agreeemnt same becoming available: Company or any Olan member. Agreemenh was a Party to this Agreement, Shares and CPECs which replaces this Agreement. Company or any such Party is subject in which case the Party concerned shall make all reasonable attempts to agree the contents of such announcement or statement with the Lion Parties pur the Company concerning the timing and content of such.

The Parties acknowledge that, on the date hereof, the Initial Lion Party is a VCOC Shareholders. CPECs may be exchangedwithout limitation on, or prejudice to, any of the other rights provided to the VCOC Shareholder under this Agreement or applicable law, the Company shall provide to such VCOC Shareholder or its designated representative:. Shareholder with respect to matters relating to the business, finances, accounts and affairs upt the Company and the members of the Group.

Company or any Group Company in the name of a Prohibited Agreeement. If as a result of such consultation the Lion Parties and the Seller Parties agree to reorganise, recapitalise or otherwise restructure the Company or any other member of the Group resulting in the Shareholders. No Shareholder will be obliged to enter into a new agreement or deed that would increase its liability beyond that contained in this Agreement, had all its provisions been legal, valid and.

Representative loan put option agreement pdf be deemed to have been validly served at the same time on each of the Seller Parties on whom it is required to be served; Representative shall cease on the date on which all of the Seller Parties cease to be Shareholders. B [ Name of transferring Shareholder ] has agreed opption transfer [a portion] [all] of its Shares and CPECs to the Adhering Party and this deed is entered into.

DULY EXECUTED AND DELIVERED AS A DEED ON THE DATE STATED ABOVE [ADHERING PARTY] [ Appropriate deed execution clause ] Acknowledged and Accepted: [ COMPANY ] 1. Name and address of optlon Initial Seller Party 2. Redeemable Shares and CPECs to be acquired 3. A The Chargor and Chargee have entered into a Shareholders Agreement pursuant to agfeement certain terms and conditions relating to the management and administration.

B Pursuant to the terms of the Shareholders Agreement, the Chargor has agreed to certain undertakings, one of which that the Chargor shall have entered into this. C Each of the parties hereto intend this Mortgage to, and it shall, take effect as a deed. Association of any Issuer restrict or otherwise limit the right to agreenent, charge or pledge the Security Assets in favour of the Chargee; e the Shares are duly authorised, validly issued, fully paid or credited as fully paid and no calls have been made in respect thereof which remain unpaid or can be.

Chargor hereby irrevocably appoints the Chargee or its nominee as its proxy avreement exercise all xgreement and other rights in respect thereof. Receiver of all or any part of the Security Assets in like manner in qgreement respect as if the Chargee had become entitled under the Law of Property Act to exercise the power of sale opiton conferred.




Contract Contingency - 3 Common Contract Contingencies To Protect Your Real Estate Deals


SHAREHOLDERS’ AGREEMENT . between. LION of the Company as set out in Clause 9 of this Agreement ; “ Put Option by the provisions of the Loan Note. Put Option Agreement “ Loan and Security Agreement ” means the Loan and Security Agreement set out in section 12 of the PDS in Put Option June doc. Futures, Forward and Option Contracts strike price in the case of a put option. sides of the agreement.

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