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of any Call Event (as defined below), to purchase, in
the manner provided in Section 1(d), all, but not less
than all, of the outstanding shares of [MB Parent]
Voting Preferred Stock, at a purchase price per share
equal to 100% of the Stated Value thereof on the date
of purchase, payable in cash.
(b) Definition of Call Event. A “Call Event”
shall mean (i) June 30, 2018, (ii) any voluntary
transfer or other disposition by the Company
[MB Parent] of all or any portion of the shares of
MergerSub Participating Preferred Stock or (iii) any
voluntary transfer or other disposition by the Company
of all or any portion of the shares of MergerSub Voting
Preferred Stock.
(c) Call Option Subject to the Company’s Right of
Redemption. Notwithstanding the foregoing, the right
of TMD to exercise the option granted pursuant to
Section 1(a) shall be subject to the Company’s right to
redeem the Voting Preferred Stock pursuant to
Section 3(g)(i) of Article V of the Restated
Certificate of Incorporation of the Company upon the
occurrence of a Redemption Event (as defined therein)
and to the Company’s obligation to redeem the Voting
Preferred Stock of a holder of Voting Preferred Stock
at the option of such holder pursuant to
Section 3(g)(ii) of Article V of the Restated
Certificate of Incorporation of the Company upon the
occurrence of an event specified therein.
* * * * * * *
Section 2. Put Option with Respect to Voting
Preferred Stock.
(a) Grant of Put Option. TMD hereby grants to
each Acquiror an option, exercisable after (i) June 30,
2018 or (ii) upon the occurrence of any failure of
Liberty Bell I, LLC (or a successor thereof) or its
manager to make distributions contemplated by
Section 15 of the Limited Liability Company Agreement
of Liberty Bell I, LLC, dated as of July 28, 1998
* * *, to require TMD to purchase, in the manner
provided in Section 2(b), the shares of the [MB Parent]
Voting Preferred Stock held by each Acquiror, at a
purchase price per share equal to 100% of the Stated
Value thereof on the date of purchase, payable in cash.
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