Procedure for the exercise of the Preference Rights. In the event of transfer of part or all of the shares issued by the Company (after the Lockout Period) and/or of Indirect Holdings (in the case of Quotas Core only on a disposition from Core Control), ▇▇▇▇▇▇, Integritas, Bradseg, Core and/or Core Partners (the "Offeror"), as the case may be, shall give notice, by means of written correspondence, to each one of the Original Shareholders, individually and simultaneously ("First Notification"), and send the following information and documents: (i) the number of shares issued by the Company, ▇▇▇▇▇▇ shares, Integritas Shares and/or Core Quotas intended to be transferred of ("Offered Shares"); (ii) the procedure for exercising the preference right of Core, Bradseg and Integritas, as appropriate, in the manner provided for in the Integritas Agreement; (iii) the respective price expressed in national currency, and possible additional conditions; (iv) the name of the offeror, identifying its direct and indirect controllers, up to the level of an individual, if such identification is possible; (v) copy of the proposal, memo, contract or any other document containing the proposal submitted by the offeror; (vi) a declaration addressed to the Original Shareholders, signed by the offeror, wherein it (a) undertakes to acquire the shares Offered on the conditions laid down in the First Notification, in the event of Direct Transfer, if the Original Shareholders exercised their respective preference rights in the event Indirect Transfer if Core, Integritas and/or Bradseg do not exercise their preference rights provided for in the Integritas Agreement and subsequently, in the event the Original Shareholders do not exercise their respective Preference Rights of Succession; and (b) In the event the Direct Transfer and/or Indirect Transfer represent the transfer of Control of the Company, ▇▇▇▇▇▇, Integritas and/or Core, as the case may be and in the event the Original Shareholders decide to exercise the right provided for in Clause 8 of this Agreement, agree to acquire not only the Shares Offered under the conditions laid down in the First Notification, but also all Shares issued by the Company under ownership of the Original Shareholders and (c) has knowledge of the existence of this Agreement, which is obliged to accede to this agreement, subject to the provisions of Clause 7.5 below. 7.3.1. In the case of Indirect Transfer, the First Notification will be held on the same date on which the Offeror must notify Integritas, Bradseg or Core, as the case may be, for the purposes of exercising their respective preference rights, in accordance with the Integritas Agreement. 7.3.2. The Original Shareholders will take preference in proportion to each other on their respective interests in the Company, disregarding the other shareholders, to acquire all (and will not be able to acquire less than all) the Shares Offered (and, if these are Indirect Holdings, in compliance with the provisions in item 7.2.1), for the same price and other conditions offered by the offeror, as the case may be, by the tenderer. 7.3.2.1. ▇▇▇▇▇ and ▇▇▇▇▇ take precedence between themselves, with relation to BTG and FIP, to acquire all the Shares Offered that it would be appropriate as a result of their respective preference rights. If ▇▇▇▇▇ or ▇▇▇▇▇ do not exercise their right of preference, the other will automatically be entitled to exercise the preference on no less than the whole of the contribution of the ▇▇▇▇ Family, expressing such intent in the First Response, as defined in Clause 7.3.3 below. 7.3.3. Each of the Original Shareholders who wish to exercise (i) the preference right should do so in relation to the lot of Shares Offered appropriate, or alternatively, where applicable, (ii) the Tag Along (as defined in Clause 8.1 below) must notify the Offeror, by way of written correspondence ("First Response"), expressing its intention within thirty (30) days from the date of receipt of the notification sent by ▇▇▇▇▇▇ informing of the non-exercise by Bradseg, Core or Integritas of the preference right in accordance with the Integritas Agreement ("Term of Preference"), and the lack of such notification will be understood as a waiver of the right of preference in the acquisition of the Shares Offered and to Tag Along. For the purposes of clarity, ▇▇▇▇▇▇ will notify the Original Shareholders, as mere information, in the event of its exercise of the right of preference provided for in the Integritas Agreement, on the hypothesis that the Original Shareholders do not have the right to acquire such Shares Offered. 7.3.4. In the event that one or more of the Original Shareholders expressly or tacitly waive their rights to preference for the acquisition of the appropriate Shares Offered, observing the provisions of Clause 7.3.3 above, the Shares Offered, wherein one or more Original Shareholders have not exercised their right of preference ("Surplus"), should be offered to other parties who have expressed the intention to exercise their preference rights in the form of this Agreement, whereas they are to be individually and simultaneously notified of the existence of Surplus by the offeror ("Second Notification"), in writing, within three (3) days following the expiration of the Term of Preference. 7.3.5. Each of the Original Shareholders, as the case may be, should reply to the Offeror ("Second Response"), in writing, within five (5) days counted from the date of receipt of the Second Notification, indicating whether (i) they wish to exercise the preference right on all of the Surplus; or (ii) wish to waive their right of preference to the acquisition of the Surplus (no reply in that sense is understood as a waiver to the preference right in relation to the Surplus). If more than one of the Original Shareholders expresses the intention to exercise the preference right to acquire the entire Surplus, they will be acquired in proportion to the participation of the Original Shareholders who expressed the intention to acquire the entire Surplus, disregarding the interest of the other Original Shareholders. 7.3.6. Having observes the procedures and time limits provided for in this Clause 7.3, where one or more of the Original Shareholders exercises (m) their respective rights of preference, such Original Shareholders and the Offeror shall irrevocably contract the buying and selling transaction within sixty (60) days of receipt of the last First Response or last Second Response in the event of a Surplus (or in the absence of a response, the last day for both), observing Clause 7.3.5 above. 7.3.7. Having observes the procedures and time limits provided in this Clause 7.3 and respected the right provided in Clause 8 below, in the event the Original Shareholders do not engage their right of preference, or, alternatively, where applicable, Tag Along, the Offeror shall have the right to dispose of the Shares Offered to the third tenderer, provided that (i) such disposal is contracted irrevocably within sixty (60) days from receipt of the last First Response or last Second Response in the case of a Surplus (or, in the absence of a reply, the last day for both); and (ii) the transfer is effected under the conditions specified in the First Notification. Expiry of the deadline laid down in point (i) of this Clause, without the divestiture of all of the Shares Offered having been contracted irrevocably, the Offeror shall restart the procedure of the bid laid down in this Clause 7.3 if it still wishes to transfer its Shares or Indirect Holdings. 7.3.8. Without prejudice to the provisions of this Clause 7 and Clause 8 below, if the Shareholder Offeror comes to effectively transfer all or part of their shares to third parties, such shares will remain bound by this agreement.
Appears in 2 contracts
Sources: Shareholder Agreement, Shareholder Agreement
Procedure for the exercise of the Preference Rights. In the event of transfer of part or all of the shares issued by the Company (after the Lockout Period) and/or of Indirect Holdings (in the case of Quotas Core only on a disposition from Core Control), ▇▇▇▇▇▇, Integritas, Bradseg, Core and/or Core Partners (the "Offeror"), as the case may be, shall give notice, by means of written correspondence, to each one of the Original Shareholders, individually and simultaneously ("First Notification"), and send the following information and documents: (i) the number of shares issued by the Company, ▇▇▇▇▇▇ Fleury shares, Integritas Shares and/or Core Quotas intended to be transferred of ("Offered Shares"); (ii) the procedure for exercising the preference right of Core, Bradseg and Integritas, as appropriate, in the manner provided for in the Integritas Agreement; (iii) the respective price expressed in national currency, and possible additional conditions; (iv) the name of the offeror, identifying its direct and indirect controllers, up to the level of an individual, if such identification is possible; (v) copy of the proposal, memo, contract or any other document containing the proposal submitted by the offeror; (vi) a declaration addressed to the Original Shareholders, signed by the offeror, wherein it (a) undertakes to acquire the shares Offered on the conditions laid down in the First Notification, in the event of Direct Transfer, if the Original Shareholders exercised their respective preference rights in the event Indirect Transfer if Core, Integritas and/or Bradseg do not exercise their preference rights provided for in the Integritas Agreement and subsequently, in the event the Original Shareholders do not exercise their respective Preference Rights of Succession; and (b) In the event the Direct Transfer and/or Indirect Transfer represent the transfer of Control of the Company, ▇▇▇▇▇▇, Integritas and/or Core, as the case may be and in the event the Original Shareholders decide to exercise the right provided for in Clause 8 of this Agreement, agree to acquire not only the Shares Offered under the conditions laid down in the First Notification, but also all Shares issued by the Company under ownership of the Original Shareholders and (c) has knowledge of the existence of this Agreement, which is obliged to accede to this agreement, subject to the provisions of Clause 7.5 below.
7.3.1. In the case of Indirect Transfer, the First Notification will be held on the same date on which the Offeror must notify Integritas, Bradseg or Core, as the case may be, for the purposes of exercising their respective preference rights, in accordance with the Integritas Agreement.
7.3.2. The Original Shareholders will take preference in proportion to each other on their respective interests in the Company, disregarding the other shareholders, to acquire all (and will not be able to acquire less than all) the Shares Offered (and, if these are Indirect Holdings, in compliance with the provisions in item 7.2.1), for the same price and other conditions offered by the offeror, as the case may be, by the tenderer.
7.3.2.1. ▇▇▇▇▇ and ▇▇▇▇▇ take precedence between themselves, with relation to BTG and FIP, to acquire all the Shares Offered that it would be appropriate as a result of their respective preference rights. If ▇▇▇▇▇ or ▇▇▇▇▇ do not exercise their right of preference, the other will automatically be entitled to exercise the preference on no less than the whole of the contribution of the ▇▇▇▇ Family, expressing such intent in the First Response, as defined in Clause 7.3.3 below.
7.3.3. Each of the Original Shareholders who wish to exercise (i) the preference right should do so in relation to the lot of Shares Offered appropriate, or alternatively, where applicable, (ii) the Tag Along (as defined in Clause 8.1 below) must notify the Offeror, by way of written correspondence ("First Response"), expressing its intention within thirty (30) days from the date of receipt of the notification sent by ▇▇▇▇▇▇ informing of the non-exercise by Bradseg, Core or Integritas of the preference right in accordance with the Integritas Agreement ("Term of Preference"), and the lack of such notification will be understood as a waiver of the right of preference in the acquisition of the Shares Offered and to Tag Along. For the purposes of clarity, ▇▇▇▇▇▇ will notify the Original Shareholders, as mere information, in the event of its exercise of the right of preference provided for in the Integritas Agreement, on the hypothesis that the Original Shareholders do not have the right to acquire such Shares Offered.
7.3.4. In the event that one or more of the Original Shareholders expressly or tacitly waive their rights to preference for the acquisition of the appropriate Shares Offered, observing the provisions of Clause 7.3.3 above, the Shares Offered, wherein one or more Original Shareholders have not exercised their right of preference ("Surplus"), should be offered to other parties who have expressed the intention to exercise their preference rights in the form of this Agreement, whereas they are to be individually and simultaneously notified of the existence of Surplus by the offeror ("Second Notification"), in writing, within three (3) days following the expiration of the Term of Preference.
7.3.5. Each of the Original Shareholders, as the case may be, should reply to the Offeror ("Second Response"), in writing, within five (5) days counted from the date of receipt of the Second Notification, indicating whether (i) they wish to exercise the preference right on all of the Surplus; or (ii) wish to waive their right of preference to the acquisition of the Surplus (no reply in that sense is understood as a waiver to the preference right in relation to the Surplus). If more than one of the Original Shareholders expresses the intention to exercise the preference right to acquire the entire Surplus, they will be acquired in proportion to the participation of the Original Shareholders who expressed the intention to acquire the entire Surplus, disregarding the interest of the other Original Shareholders.
7.3.6. Having observes the procedures and time limits provided for in this Clause 7.3, where one or more of the Original Shareholders exercises (m) their respective rights of preference, such Original Shareholders and the Offeror shall irrevocably contract the buying and selling transaction within sixty (60) days of receipt of the last First Response or last Second Response in the event of a Surplus (or in the absence of a response, the last day for both), observing Clause 7.3.5 above.
7.3.7. Having observes the procedures and time limits provided in this Clause 7.3 and respected the right provided in Clause 8 below, in the event the Original Shareholders do not engage their right of preference, or, alternatively, where applicable, Tag Along, the Offeror shall have the right to dispose of the Shares Offered to the third tenderer, provided that (i) such disposal is contracted irrevocably within sixty (60) days from receipt of the last First Response or last Second Response in the case of a Surplus (or, in the absence of a reply, the last day for both); and (ii) the transfer is effected under the conditions specified in the First Notification. Expiry of the deadline laid down in point (i) of this Clause, without the divestiture of all of the Shares Offered having been contracted irrevocably, the Offeror shall restart the procedure of the bid laid down in this Clause 7.3 if it still wishes to transfer its Shares or Indirect Holdings.
7.3.8. Without prejudice to the provisions of this Clause 7 and Clause 8 below, if the Shareholder Offeror comes to effectively transfer all or part of their shares to third parties, such shares will remain bound by this agreement.
Appears in 1 contract
Sources: Shareholders Agreement