Common use of Put Option Closing Clause in Contracts

Put Option Closing. Upon the Existing Shareholders’ election to exercise the Put Option, on the Put Option Closing Date each Existing Shareholder shall deliver (a) the share certificate or certificates and a duly executed stock power in favor of the Investor or its designee representing the Put Option Shares to the Investor and (b) a duly executed ordinary shares purchase agreement in substantially the form of the Purchase Agreement (the “Put Purchase Agreement”), containing, among other things, (i) representations and warranties of the Company and the Investor which shall speak on and as of the date of signing and closing of such transaction and shall in other respects be identical to the representations and warranties provided in Section 2 of the Purchase Agreement and representations and warranties providing that upon delivery of the Put Option Shares the Investor shall acquire good, valid and marketable title to the Put Option Shares free and clear of any liens, claims or encumbrances imposed by any action or omission of the Existing Shareholders or the Company, provided, however, that (x) the Schedule of Exceptions thereto shall be updated to reflect the then-current situation of the Company and its subsidiaries, and (y) the financial information shall reflect the two most recent fiscal years plus the most recent practicable interim period, (ii) agreements and indemnities of the Company, the Existing Shareholders and the Investor identical to those provided in Sections 6 and 7 of the Purchase Agreement and (iii) covenants prohibiting the Existing Shareholders and their Affiliates from directly or indirectly (x) competing in or into the Peoples Republic of China and any other countries in which or into which the Company or its subsidiaries conducts business or (y) soliciting, servicing or hiring any then-current or former clients or employees of the Company or its subsidiaries, in each case for a period of twenty-four (24) months from the date of the closing of the Put Purchase Agreement and (iv) confidentiality agreements of the Existing Shareholders. It is understood and agreed that the Investor may by written notice to the Company refuse to consummate the Put Option in the event that (a) the information reflected in the Schedule of Exceptions to the proposed Put Purchase Agreement as compared to the Schedule of Exceptions attached to the Purchase Agreement materially adversely affects the value of the Company and its subsidiaries or the value to the Investor of the proposed investment, (b) there exists any suit, action, proceeding, legislation, ruling, order or injunction (or reasonable threat thereof) or set of facts restraining or prohibiting the consummation of the transactions or which would compel the Investor to dispose of, discontinue or materially restrict the operations of a significant portion of the business of the Company and its subsidiaries, including but not limited to any governmental or regulatory authority prohibition or limitation materially affecting the Investor’s right to own shares of the Company or any of its direct or indirect subsidiaries, including without limitation ▇▇▇▇▇-▇▇.▇▇▇ Corporation, China ▇▇.▇▇▇ (Hong Kong) Limited, Ecareer (Shanghai) Limited or Ecareer (Beijing Limited), (c) there has been a material adverse change in the assets, condition (financial or otherwise), operating results, business activities or operations of the Company and its subsidiaries, or (d) the Company or any Existing Shareholder have breached one or more provisions of this Agreement and such breaches, individually or in the aggregate, materially adversely affect the value of the Company and its subsidiaries or the value to the Investor of the proposed investment. The exercise of the Investor’s rights under the immediately preceding sentence is sometimes called a “Put Refusal”. Any disputes over whether or not the Put Refusal grounds set forth above have been met shall be submitted to binding arbitration in accordance with Section 5.15 below. If the Investor refuses to or fails to purchase the Put Option Shares for any reason other than a Put Refusal (a “Put Breach”), including, without limitation, the lack of funds to pay the Put Fair Market Value, then the Existing Shareholders shall have the right and option to purchase at [*] (the “Repurchase Right”). If the Existing Shareholders exercise the Repurchase Right, then the Repurchase Right shall be their sole and exclusive remedy arising out of or in connection with a Put Breach. On the Put Option Closing Date, the Investor shall concurrently therewith remit to each Shareholder the Put Fair Market Value to which such Existing Shareholder is entitled by reason of its exercise of the Put Option. In the event the Company is unable to deliver the Put Purchase Agreement in a form satisfactory to the Investor or the Investor has exercised its right of Put Refusal, then the Investor shall have no further obligation to purchase the Put Option Shares and the option contemplated by this Section 5.3 shall automatically expire and be of no further force or effect. Notwithstanding the foregoing, the Put Option Closing shall not occur until the Put Fair Market Value is conclusively determined.

Put Option Closing. Upon the Existing Shareholders’ election to exercise the Put Option, on the Put Option Closing Date each Existing Shareholder shall deliver (a) the share certificate or certificates and a duly executed stock power in favor The closing of the Investor or its designee representing purchase and sale of the Put ------------------ SEI Option Shares pursuant to this Section 7 shall take place at such time and place as Saban and FBC shall mutually agree upon; provided, that the Investor and (b) a duly executed ordinary shares purchase agreement in substantially date of -------- closing shall be five business days following the form later of the Purchase Agreement (the “Put Purchase Agreement”), containing, among other things, (i) representations the date of final determination of Fair Market Value; and warranties (ii) if the purchase and sale of such Shares requires the obtaining of any material regulatory approvals or compliance with any other material laws or regulations, the date upon which all such approvals shall have been obtained, and such compliance effected; provided -------- further, however, that if through no fault of the Company and the Investor which shall speak on and as SEI Stockholders FBC is unable ------- fully to satisfy all conditions of clause (ii) within six calendar months of the date of signing and closing final determination of Fair Market Value, then FBC shall on the first business day following the end of such transaction six-month period pay and shall in other respects be identical deliver to the representations and warranties provided in Section 2 holders of the Purchase Agreement SEI Option Shares an amount equal to the per share purchase price for such Shares, and representations and warranties providing that upon delivery the holders of the Put SEI Option Shares shall enter into such agreements with respect to the Investor subsequent voting and transfer of such Shares as FBC shall acquire goodreasonably request, valid including the agreement at any time thereafter to transfer such Shares, without receipt of further consideration, to such Person or Persons as may be designated by FBC. At the closing, each of the holders of the SEI Option Shares shall deliver to FBC documents of transfer in form and substance reasonably acceptable to FBC and its counsel, necessary to vest in FBC good and marketable title to the Put SEI Option Shares so sold by the holder thereof, free and clear of any liensand all Liens, claims other than those imposed under or encumbrances imposed pursuant to this Agreement, against delivery by any action or omission FBC to such holder of the Existing Shareholders or purchase price therefor, payable, at the Companyelection of Saban, provided, however, that by either (x) bank cashiers' checks in immediately available funds payable to the Schedule of Exceptions thereto shall be updated to reflect the then-current situation order of the Company and its subsidiariesselling holders, and (y) the financial information shall reflect the two most recent fiscal years plus the most recent practicable interim period, (ii) agreements and indemnities of the Company, the Existing Shareholders and the Investor identical to those provided in Sections 6 and 7 of the Purchase Agreement and (iii) covenants prohibiting the Existing Shareholders and their Affiliates from directly or indirectly (x) competing in or into the Peoples Republic of China and any other countries in which or into which the Company or its subsidiaries conducts business or (y) soliciting, servicing or hiring any then-current or former clients or employees wire transfer of the Company or its subsidiaries, in each case for a period of twenty-four (24) months from the date of the closing of the Put Purchase Agreement and (iv) confidentiality agreements of the Existing Shareholders. It is understood and agreed that the Investor may by written notice to the Company refuse to consummate the Put Option in the event that (a) the information reflected in the Schedule of Exceptions to the proposed Put Purchase Agreement as compared to the Schedule of Exceptions attached to the Purchase Agreement materially adversely affects the value of the Company and its subsidiaries or the value to the Investor of the proposed investment, (b) there exists any suit, action, proceeding, legislation, ruling, order or injunction (or reasonable threat thereof) or set of facts restraining or prohibiting the consummation of the transactions or which would compel the Investor to dispose of, discontinue or materially restrict the operations of a significant portion of the business of the Company and its subsidiaries, including but not limited to any governmental or regulatory authority prohibition or limitation materially affecting the Investor’s right to own shares of the Company or any of its direct or indirect subsidiaries, including without limitation ▇▇▇▇▇-▇▇.▇▇▇ Corporation, China ▇▇.▇▇▇ (Hong Kong) Limited, Ecareer (Shanghai) Limited or Ecareer (Beijing Limited), (c) there has been a material adverse change in the assets, condition (financial or otherwise), operating results, business activities or operations of the Company and its subsidiaries, or (d) the Company or any Existing Shareholder have breached one or more provisions of this Agreement and such breaches, individually or in the aggregate, materially adversely affect the value of the Company and its subsidiaries or the value to the Investor of the proposed investment. The exercise of the Investor’s rights under the immediately preceding sentence is sometimes called a “Put Refusal”. Any disputes over whether or not the Put Refusal grounds set forth above have been met shall be submitted to binding arbitration in accordance with Section 5.15 below. If the Investor refuses to or fails to purchase the Put Option Shares for any reason other than a Put Refusal (a “Put Breach”), including, without limitation, the lack of available funds to pay the Put Fair Market Value, then the Existing Shareholders shall have the right and option to purchase at [*] (the “Repurchase Right”). If the Existing Shareholders exercise the Repurchase Right, then the Repurchase Right shall be their sole and exclusive remedy arising out of an account or in connection with a Put Breach. On the Put Option Closing Date, the Investor shall concurrently therewith remit to each Shareholder the Put Fair Market Value to which such Existing Shareholder is entitled accounts designated by reason of its exercise of the Put Option. In the event the Company is unable to deliver the Put Purchase Agreement in a form satisfactory to the Investor or the Investor has exercised its right of Put Refusal, then the Investor shall have no further obligation to purchase the Put Option Shares and the option contemplated by this Section 5.3 shall automatically expire and be of no further force or effect. Notwithstanding the foregoing, the Put Option Closing shall not occur until the Put Fair Market Value is conclusively determinedSaban.