Common use of Redemption and Repurchase of the Notes Clause in Contracts

Redemption and Repurchase of the Notes. 9.1 Repurchase at the Option of Holders Following a Qualifying Listing (a) Upon the consummation of a Qualifying Listing, Issuer shall, within 7 days thereafter notify the Holders of such Qualifying Listing, and within 30 days of a Qualifying Listing, make an offer (the “Listing Offer”) pursuant to the procedures set forth below. Each Holder (other than an Excluded Holder) shall have the right to accept such offer and require Issuer to repurchase all or any portion (equal to $1,000,000 principal amount or an integral multiple thereof) of such Holder’s Notes pursuant to the Listing Offer at a purchase price (the “Listing Payment Amount”), by wire transfer of immediately available funds, in each case at the Redemption Price for the Notes tendered by such Holder to be redeemed, provided, however, that, to the extent that doing so is permitted by applicable law and will not adversely affect the Qualifying Listing, Issuer may, by written notice to the Holders at the time of the Listing Offer, elect to pay any accrued and unpaid interest in the form of the Listing Entity’s ordinary shares at a conversion price equal to the per share offering price of the Qualifying Listing. (b) Issuer shall not be required to make a Listing Offer following a Qualifying Listing if a third party makes the Listing Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Listing Offer made by Issuer and purchases all Notes properly tendered and not withdrawn under such Listing Offer. (c) Each Listing Offer will be made to all Holders (other than an Excluded Holder). Each Listing Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Listing Offer Period”). Not later than five Business Days after the termination of the Listing Offer Period (the “Listing Offer Purchase Date”), Issuer will deliver to such Holders a certificate by a responsible Officer stating: (1) that all Notes tendered will be accepted for payment; (2) the aggregate redemption payment and the redemption date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Listing Offer Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless Issuer defaults in the payment of the Listing Payment Amount, all Notes tendered for payment pursuant to the Listing Offer will cease to accrue interest after the Listing Offer Payment Date; (5) that such Holder will be required to surrender the Notes at the address specified in the notice prior to the close of business on the third Business Day preceding the Listing Offer Payment Date; (6) that such Holder will be entitled to withdraw its election if Issuer receives, not later than the close of business on the fourth Business Day preceding the Listing Offer Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for redemption, and a statement that such Holder is withdrawing his election to have the Notes redeemed; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unredeemed portion of the Notes surrendered. (d) To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 9.1, Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.1 by virtue of such compliance. (e) On the Listing Offer Payment Date, Issuer will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Listing Offer. Issuer will promptly mail (but in any case not later than five Business Days after the Listing Offer Payment Date) to each Holder of Notes properly tendered the Listing Payment Amount for such Notes, and Issuer will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (f) If the Listing Offer Payment Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Listing Offer. Other than as specifically provided in this Section 9.1, any purchase pursuant to this Section 9.1 shall be made pursuant to the provisions of Sections 9.5 through 9.9 hereof. (g) Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Listing Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 9.1, Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.1 by virtue of such compliance. 9.2 Redemption at Option of Holders after Repayment under Parent Loan Documents (a) In the event all obligations (other than contingent obligations) under the Parent Loan Documents have been Repaid in full, Issuer shall, at the option of the Holders, redeem the Notes in whole or in part (in an amount not less than $1,000,000 and in integral multiples of $1,000,000) pursuant to and in accordance with the procedures set forth below. Such redemption shall be in each case at the Redemption Price in cash by wire transfer of immediately available funds. (b) The Holders may require redemption pursuant to this Section 9.2 by notice to Issuer (each such notice, a “Repayment Redemption Notice”) at any time after the date of Repayment in full of all obligations (other than contingent obligations) under the Parent Loan Documents. The Repayment Redemption Notice will set forth (i) the date of redemption or purchase, as applicable; (ii) the Redemption Price; (iii) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed; and (iv) the Section of this Agreement pursuant to which the Notes tendered for redemption are being redeemed. Within 30 days of the date of the Repayment Redemption Notice, Issuer will accept for payment all Notes or portions of Notes tendered for redemption pursuant to the Repayment Redemption Notice and shall pay the Redemption Price for such Notes to the Holders of such Notes in accordance with Section 4.2 of this Agreement, and Issuer will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unredeemed portion of the Notes tendered for redemption pursuant to the Repayment Redemption Notice, if any. Other than as specifically provided in this Section 9.2, any redemption pursuant to this Section 9.2 shall be made pursuant to the provisions of Sections 9.5 through 9.9 hereof. 9.3 Redemption or Purchase at Option of Holders based on 2014 and 2015 Actual Net Income (a) If the Actual Net Income for the fiscal year ended December 31, 2014 is less than 65% of the 2014 Net Income Target or the Actual Net Income for the fiscal year ended December 31, 2015 is less than 65% of the 2015 Net Income Target, at the option of any Holder, Issuer shall redeem the Notes of such Holder or the Founder shall purchase the Notes of such Holder, in each case, in whole or in part (in an amount not less than $1,000,000 and in integral multiples of $1,000,000), pursuant to and in accordance with the procedures set forth below; provided that if the Founder makes such purchase, Issuer shall not be required to make such redemption. Each such redemption or purchase shall be in an amount equal to the sum of the Redemption Price for such Notes or portion thereof plus the Make-Whole Premium for such Notes or portion thereof (subject to Section 6.1(d)) (such amount, the “Missed Target Redemption Price”). (b) Any Holder may require the redemption or purchase of all or any portion of its Notes in accordance with this Section 9.3 by notice to Issuer or the Founder, as applicable (the “Missed Target Redemption Notice”), at any time during the period commencing on the earlier of (X) the date by which the set of financial statements for the relevant fiscal year is required to be delivered under Section 6.2(a)(i) and (Y) the date that set of financial statements is actually delivered to the Holders, and ending 180 days after the date that set of financial statements is actually delivered to the Holders (each such period, a “Missed Target Redemption Period”). The Missed Target Redemption Notice will set forth (i) the date of redemption or purchase, as applicable; (ii) the Missed Target Redemption Price; (iii) if any Note is being redeemed or purchased in part, the portion of the principal amount of such Note to be redeemed or purchased; and (iv) the Section of this Agreement pursuant to which the Notes (or portion thereof) tendered for redemption or purchase are being redeemed or purchased. Within 60 days of the date of the Missed Target Redemption Notice, Issuer or the Founder, as applicable, will accept for payment or (as applicable) purchase such Notes (or portion thereof) that were tendered for redemption or purchase pursuant to the Missed Target Redemption Notice and shall pay the Missed Target Redemption Price for such Notes (or portion thereof) to each Holder of such Notes (or portion thereof) in accordance with Section 4.2 of this Agreement, and Issuer will promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unredeemed or unpurchased portion of the Notes tendered for redemption or purchase pursuant to the Missed Target Redemption Notice, if any. Other than as specifically provided in this Section 9.3, any redemption or purchase pursuant to this Section 9.3 shall be made pursuant to the provisions of Sections 9.5 through 9.9 hereof. (c) Notwithstanding anything to the contrary set forth in this Agreement, if Issuer shall fail to deliver the set of financial statements for the fiscal year 2014 or 2015 required by Section 6.2(a)(i) within the time period set forth in Section 6.2(a)(i), the Holders shall have the right to require, at the option of the Holders, redemption of the Notes by Issuer or purchase of the Notes by the Founder in accordance with the procedures of Section 9.3(b) on and after the 121st day after the end of such fiscal year. (d) Any Note purchased by the Founder under this Section 9.3 shall remain outstanding subject to the terms of this Agreement (including, without limitation, Section 9.11).