Certain Circumstances. Notwithstanding the provisions of Section 6.2 and Section 6.3 above, upon (i) the occurrence of a Significant Triggering Event while the relevant Note remains issued and outstanding, whether or not the relevant Management Group member remains employed by the relevant Group Company, or (ii) the resignation of any Ceasing Management for any reason (other than for Good Cause) prior to the first anniversary (non-inclusive) of the Effective Date of this Agreement, then the Investor shall have the right, at its sole option, to exercise the Repurchase Right for all of the Management Purchased Shares beneficially owned by such Management Group member.
Appears in 2 contracts
Sources: Shareholder Agreement, Shareholder Agreement (AutoTrader Group, Inc.)