Call Option. (a) Should there be any violation by any Holder or Permitted Transferee of any Transfer restriction contained in Sections 5.01 or 5.02, each Holder of Certificates of the other Class shall have an irrevocable option to purchase all or any portion of the Offered Certificates (as defined hereinafter) from the non-complying Holder(s) (in the case of violation by a Holder) or from the Holder of the same Class as the non-complying Permitted Transferee (in the case of violations by a Permitted Transferee) (‘the Selling Holder(s)’), provided, however, that such option may not be exercised (i) on all or any portion of such Offered Certificates unless such non-complying Holder or Permitted Transferee, as the case may be, has failed to cure such violation within ninety (90) days, calculated from the time the notice of failure to comply is sent by the AK Board (at the request of one or more of its members) to such non-complying Holder or Permitted Transferee, as the case may be, or (ii) by any Holder if such Holder is itself in violation of such Transfer restrictions at such time. (b) The option referred to under Section 5.09.(a) relates, as the case may be, to a number of Certificates (all such Certificates being the “Offered Certificates”) held by the Selling Holder(s), equal to the number of Certificates held by the Holder (in the case of violation by a Holder) or the pro rata number of Certificates indirectly held by such non-complying Permitted Transferee (in the case of violation by a Permitted Transferee) at the time of the violation of Sections 5.01 or 5.02, irrespective of the circumstances surrounding such non-compliance. As an illustration of such rules, the following example may be given: should the Selling Holder hold 100 Certificates and be the non-compliant Holder, the option referred to under Section 5.09(a) shall relate to such 100 Certificates. Should the non-complying Permitted Transferee indirectly hold a 33% equity or ownership interest in a Holder, in its capacity as direct or indirect owner of Certificates which are directly or indirectly owned by BRC or EPS, the option vis-à-vis the Selling Holder shall only relate to 33% of these 100 Certificates. (c) The option price for each Offered Certificate shall be an amount equal to 80% of the average closing price for a Share on the principal stock exchange on which the Shares are then listed during the thirty (30) business days immediately preceding the last day of the ninety day period referred to above. Unless such violation has been cured in accordance with Section 5.09(a) by the end of such ninety day period with written documentary evidence, the AK Board shall send a notice to each relevant Holder specifying that such call option may be exercised on all or any portion of the Offered Certificates during the 30-day period beginning on the date on which such notice is deemed delivered in accordance with Section 9.06. (d) In order to validly exercise such call option, the Holder(s) of the other Class must deliver to the AK Board, within the 30-day time period referred to above, written notice stating such Holder(s) intention to exercise such call option and specifying the number of Offered Certificates such Holder(s) intend(s) to purchase. Such notice shall be irrevocable. If several Holders validly exercise such option, the number of Offered Certificates available for purchase by each Holder shall be such Holder’s pro rata share of such number of Offered Certificates (based on the percentage obtained by dividing the number of Certificates held by such Holder at such time by the number of Certificates held by all Holders validly exercising such call option at such time and multiplied by 100). (e) Within eight (8) days following the expiration of the 30-day time period referred to above, the AK Board shall notify the Holders as to the number of Offered Certificates that shall be allocated to any Holder for purchase in accordance with the immediately preceding paragraph. The Transfer of the Offered Certificates shall be deemed to have occurred on the date of such notices, and the AK Board shall ensure that all applicable Transfer formalities in respect of such Offered Certificates are completed as soon as practicable. The option price of the Offered Certificates shall be paid to the Selling Holder(s) as follows: 20% of this price shall be paid within fifteen (15) days following such Holder’s receipt of notice of the completion of the Transfer formalities with respect to such Offered Certificates, with the balance payable in four (4) equal annual installments of 20% each on the first four anniversaries of the date of the payment of the first installment. The unpaid portion of the purchase price shall bear interest at a rate per annum equal to one-month LIBOR plus 1% from the date on which the Holder(s) shall have received notice of the completion of the Transfer formalities with respect to such Offered Certificates.
Appears in 4 contracts
Sources: Shareholder Agreements (BRC S.a.R.L.), Shareholder Agreements (Anheuser-Busch InBev S.A.), Shareholder Agreements (BRC S.a.R.L.)
Call Option. (a) Should there be any violation by any Holder or Permitted Transferee Member of any the Transfer restriction restrictions contained in Sections 5.01 Section 2.01., Section 2.02. or 5.02Section 2.03., each Holder of Certificates of the other Class shall have an irrevocable option to purchase all or any portion of the Offered Certificates (as defined hereinafter) from the non-complying Holder(s) Holder (in the case of violation by a Holder) or from the Holder of the same Class as the non-complying Permitted Transferee Member (in the case of violations by a Permitted TransfereeMember) (‘`the Selling Holder(sHolder')’), ; provided, however, that such option may not be exercised (i) on all or any portion of such Offered Certificates unless such non-complying Holder or Permitted TransfereeMember, as the case may be, has failed to cure such violation within ninety (90) days3 months, calculated from the time the notice of failure to comply is sent by the AK Board (at the request of one or more of its members) to such non-complying Holder or Permitted TransfereeMember, as the case may be, or (ii) by any Holder if such Holder is itself in violation of such Transfer restrictions at such time.
(b) The option referred to under Section 5.09.(a2.08.(a) relates, as the case may be, to a number of Certificates (all such Certificates being the “"Offered Certificates”") held by the Selling Holder(s)Holder, equal to the total number of Certificates held by the Holder (in the case of violation violations by a Holder) or the pro rata total number of Certificates indirectly held by such non-complying Permitted Transferee Member (in the case of violation violations by a Permitted TransfereeMember) at the time of the violation of Sections 5.01 Section 2.01., 2.02. or 5.022.03., irrespective of the circumstances surrounding such non-compliance. As an illustration of such rules, the following example may be given: should Should the Selling Holder hold have 100 Certificates and be the non-compliant HolderCertificates, the option referred to under Section 5.09(a2.08.(a) shall relate to such these 100 Certificatescertificates. Should the non-complying Permitted Transferee Member indirectly hold have a 33% equity or ownership interest in a Holder, in its capacity as ultimate direct or indirect owner of Certificates or of Shares which are directly or indirectly owned by BRC or EPS, the option vis-à-vis the Selling Holder referred to under Section 2.08.(a) shall only relate to 33% of these 100 Certificatescertificates.
(c) The option price for each Offered Certificate shall be an amount equal to 80% of the average closing price for a Share on the principal stock exchange on which the Shares are then listed during the thirty (30) 20 business days immediately preceding the last day of the ninety day three month period referred to above. Unless such violation has been cured in accordance with Section 5.09(a) 2.08.(a), by the end of such ninety day period with written documentary evidencethree month period, the AK Board shall send a notice to each relevant eligible Holder specifying that such call option may be exercised on all or any portion of the Offered Certificates Certificate during the 30-day period beginning on the date on which such notice is notices are deemed delivered in accordance with Section 9.068.05.
(d) In order to validly exercise such call option, the Holder(s) of the other Class a Holder must deliver to the AK Board, within the 30-day time period referred to above, written notice stating such Holder(s) Holder's intention to exercise such call option and specifying the number of Offered Certificates such Holder(s) intend(s) Holder intends to purchase. Such notice notices shall be irrevocable. If several Holders validly exercise such option, the number of Offered Certificates available for purchase by each Holder shall be such Holder’s 's pro rata share of such number of Offered Certificates (based on the percentage obtained by dividing the number of Shares and/or Certificates held by such Holder at such time by the number of Shares and/or Certificates held by all Holders validly exercising such call option at such time and multiplied multiplying by 100).
(e) Within eight (8) 8 days following the expiration of the 30-day time period referred to above, the AK Board shall notify the non-complying Holder and the Holders as to the number of Offered Certificates that shall be allocated to any Holder Holders for purchase in accordance with the immediately preceding paragraph. The Transfer of the Offered Certificates shall be deemed to have occurred on the date of such notices, and the AK Board shall ensure that all applicable Transfer formalities in respect of such Offered Certificates are completed as soon as practicable. The option price of the Offered Certificates shall be paid to the Selling Holder(s) Holder as follows: 20% of this price shall be paid within fifteen (15) 15 days following such non-complying Holder’s 's receipt of notice of the completion of the Transfer transfer formalities with respect to such Offered Certificates, with the balance payable in four (4) equal annual installments of 20% each on the first four anniversaries of the date of the payment of the first installment. The unpaid portion of the purchase price shall bear interest at a rate per annum equal to one-month LIBOR plus 1% from the date on which the Holder(s) non-complying Holder shall have received notice of the completion of the Transfer transfer formalities with respect to such Offered Certificates.
Appears in 3 contracts
Sources: Shareholder Agreement (American Beverage Co Ambev), Shareholder Agreement (American Beverage Co Ambev), Shareholder Agreement (Interbrew S A)
Call Option. (a) Should there be any violation by any Holder or Permitted Transferee Member of any the Transfer restriction restrictions contained in Sections 5.01 Section 5.01., Section 5.02. or 5.02Section 5.03., each Holder of Certificates of the other Class shall have an irrevocable option to purchase all or any portion of the Offered Certificates (as defined hereinafter) from the non-complying Holder(s) Holder (in the case of violation by a Holder) or from the Holder of the same Class as the non-complying Permitted Transferee Member (in the case of violations by a Permitted TransfereeMember) (‘the Selling Holder(s)Holder’), ; provided, however, that such option may not be exercised (i) on all or any portion of such Offered Certificates unless such non-complying Holder or Permitted TransfereeMember, as the case may be, has failed to cure such violation within ninety (90) days3 months, calculated from the time the notice of failure to comply is sent by the AK Board (at the request of one or more of its members) to such non-complying Holder or Permitted TransfereeMember, as the case may be, or (ii) by any Holder if such Holder is itself in violation of such Transfer restrictions at such time.
(b) The option referred to under Section 5.09.(a5.08.(a) relates, as the case may be, to a number of Certificates (all such Certificates being the “Offered Certificates”) held by the Selling Holder(s)Holder, equal to the total number of Certificates held by the Holder (in the case of violation violations by a Holder) or the pro rata total number of Certificates indirectly held by such non-complying Permitted Transferee Member (in the case of violation violations by a Permitted TransfereeMember) at the time of the violation of Sections 5.01 Section 5.01., 5.02. or 5.025.03., irrespective of the circumstances surrounding such non-compliance. As an illustration of such rules, the following example may be given: should Should the Selling Holder hold have 100 Certificates and be the non-compliant HolderCertificates, the option referred to under Section 5.09(a2.08.(a) shall relate to such these 100 Certificatescertificates. Should the non-complying Permitted Transferee Member indirectly hold have a 33% equity or ownership interest in a Holder, in its capacity as ultimate direct or indirect owner of Certificates or of Shares which are directly or indirectly owned by BRC or EPS, the option vis-à-vis the Selling Holder referred to under Section 5.08.(a) shall only relate to 33% of these 100 Certificatescertificates.
(c) The option price for each Offered Certificate shall be an amount equal to 80% of the average closing price for a Share on the principal stock exchange on which the Shares are then listed during the thirty (30) 20 business days immediately preceding the last day of the ninety day three month period referred to above. Unless such violation has been cured in accordance with Section 5.09(a) 5.08.(a), by the end of such ninety day period with written documentary evidencethree month period, the AK Board shall send a notice to each relevant eligible Holder specifying that such call option may be exercised on all or any portion of the Offered Certificates Certificate during the 30-day period beginning on the date on which such notice is notices are deemed delivered in accordance with Section 9.066.05.
(d) In order to validly exercise such call option, the Holder(s) of the other Class a Holder must deliver to the AK Board, within the 30-day time period referred to above, written notice stating such Holder(s) Holder’s intention to exercise such call option and specifying the number of Offered Certificates such Holder(s) intend(s) Holder intends to purchase. Such notice notices shall be irrevocable. If several Holders validly exercise such option, the number of Offered Certificates available for purchase by each Holder shall be such Holder’s pro rata share of such number of Offered Certificates (based on the percentage obtained by dividing the number of Shares and/or Certificates held by such Holder at such time by the number of Shares and/or Certificates held by all Holders validly exercising such call option at such time and multiplied multiplying by 100).
(e) Within eight (8) 8 days following the expiration of the 30-day time period referred to above, the AK Board shall notify the non-complying Holder and the Holders as to the number of Offered Certificates that shall be allocated to any Holder Holders for purchase in accordance with the immediately preceding paragraph. The Transfer of the Offered Certificates shall be deemed to have occurred on the date of such notices, and the AK Board shall ensure that all applicable Transfer formalities in respect of such Offered Certificates are completed as soon as practicable. The option price of the Offered Certificates shall be paid to the Selling Holder(s) Holder as follows: 20% of this price shall be paid within fifteen (15) 15 days following such non-complying Holder’s receipt of notice of the completion of the Transfer transfer formalities with respect to such Offered Certificates, with the balance payable in four (4) equal annual installments of 20% each on the first four anniversaries of the date of the payment of the first installment. The unpaid portion of the purchase price shall bear interest at a rate per annum equal to one-month LIBOR plus 1% from the date on which the Holder(s) non-complying Holder shall have received notice of the completion of the Transfer transfer formalities with respect to such Offered Certificates.
Appears in 3 contracts
Sources: Shareholder Agreements (Ambev S.A.), Shareholder Agreements (InBev Corporate Holdings Inc.), Shareholder Agreement (Anheuser-Busch InBev S.A.)
Call Option. (a) Should there be any violation by any Holder or Permitted Transferee of any Transfer restriction contained in Sections 5.01 or 5.02, each Holder of Certificates of the other Class shall have an irrevocable option to purchase all or any portion of the Offered Certificates (as defined hereinafter) from the non-complying Holder(s) (in the case of violation by a Holder) or from the Holder of the same Class as the non-complying Permitted Transferee (in the case of violations by a Permitted Transferee) (‘the Selling Holder(s)’), provided, however, that such option may not be exercised (i) on all or any portion of such Offered Certificates unless such non-complying Holder or Permitted Transferee, as the case may be, has failed to cure such violation within ninety (90) days, calculated from the time the notice of failure to comply is sent by the AK Board (at the request of one or more of its members) to such non-complying Holder or Permitted Transferee, as the case may be, or (ii) by any Holder if such Holder is itself in violation of such Transfer restrictions at such time.
(b) The option referred to under Section 5.09.(a) relates, as the case may be, to a number of Certificates (all such Certificates being the “Offered Certificates”) held by the Selling Holder(s), equal to the number of Certificates held by the Holder (in the case of violation by a Holder) or the pro rata number of Certificates indirectly held by such non-complying Permitted Transferee (in the case of violation by a Permitted Transferee) at the time of the violation of Sections 5.01 or 5.02, irrespective of the circumstances surrounding such non-compliance. As an illustration of such rules, the following example may be given: should the Selling Holder hold 100 Certificates and be the non-compliant Holder, the option referred to under Section 5.09(a) shall relate to such 100 Certificates. Should the non-complying Permitted Transferee indirectly hold a 33% equity or ownership interest in a Holder, in its capacity as direct or indirect owner of Certificates which are directly or indirectly owned by BRC or EPS, the option vis-à-vis the Selling Holder shall only relate to 33% of these 100 Certificates.
(c) The option price for each Offered Certificate shall be an amount equal to 80% of the average closing price for a Share on the principal stock exchange on which the Shares are then listed during the thirty (30) business days immediately preceding the last day of the ninety day period referred to above. Unless such violation has been cured in accordance with Section 5.09(a5.09 (a) by the end of such ninety day period with written documentary evidence, the AK Board shall send a notice to each relevant Holder specifying that such call option may be exercised on all or any portion of the Offered Certificates during the 30-day period beginning on the date on which such notice is deemed delivered in accordance with Section 9.06.
(d) In order to validly exercise such call option, the Holder(s) of the other Class must deliver to the AK Board, within the 30-day time period referred to above, written notice stating such Holder(s) intention to exercise such call option and specifying the number of Offered Certificates such Holder(s) intend(s) to purchase. Such notice shall be irrevocable. If several Holders validly exercise such option, the number of Offered Certificates available for purchase by each Holder shall be such Holder’s pro rata share of such number of Offered Certificates (based on the percentage obtained by dividing the number of Certificates held by such Holder at such time by the number of Certificates held by all Holders validly exercising such call option at such time and multiplied by 100).
(e) Within eight (8) days following the expiration of the 30-day time period referred to above, the AK Board shall notify the Holders as to the number of Offered Certificates that shall be allocated to any Holder for purchase in accordance with the immediately preceding paragraph. The Transfer of the Offered Certificates shall be deemed to have occurred on the date of such notices, and the AK Board shall ensure that all applicable Transfer formalities in respect of such Offered Certificates are completed as soon as practicable. The option price of the Offered Certificates shall be paid to the Selling Holder(s) as follows: 20% of this price shall be paid within fifteen (15) days following such Holder’s receipt of notice of the completion of the Transfer formalities with respect to such Offered Certificates, with the balance payable in four (4) equal annual installments of 20% each on the first four anniversaries of the date of the payment of the first installment. The unpaid portion of the purchase price shall bear interest at a rate per annum equal to one-month LIBOR EURIBOR plus 1% from the date on which the Holder(s) shall have received notice of the completion of the Transfer formalities with respect to such Offered Certificates.
Appears in 1 contract