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Section 3. Restrictions on Transfer.
(a) General. No holder of shares of [MB Parent]
Voting Preferred Stock shall, directly or indirectly,
transfer or otherwise dispose of any shares of
[MB Parent] Voting Preferred Stock owned by such holder
or any interest therein prior to June 30, 2000. * * *
Also on July 28, 1998, representatives of REUS, REBV,
MB Parent, and MergerSub executed an agreement entitled
“CBM MergerSub Corp. Shareholders Agreement” (MergerSub
shareholders agreement). Under the terms of the MergerSub
shareholders agreement, REUS, REBV, MB Parent, and MergerSub
agreed, in pertinent part, to the following:
Section 1. Call Option with Respect to Voting
Preferred Stock.
(a) Grant of Call Option. MB Parent hereby grants
to Acquirors [REUS and REBV] an option, exercisable by
Acquirors on or after July 15, 2018, to purchase, in
the manner provided in Section 1(c), all, but not less
than all, of the outstanding shares of [MergerSub]
Voting Preferred Stock, at a purchase price per share
equal to 100% of the Stated Value thereof on the date
of purchase.
(b) Call Option Subject to the Company’s Right of
Redemption. Notwithstanding the foregoing, the right
of Acquirors to exercise the option granted pursuant to
Section 1(a) shall be subject to the Company’s
[MergerSub’s] right or obligation, as the case may be,
to redeem the Voting Preferred Stock pursuant to
Section 4(g)(i) of Article V of the Restated
Certificate of Incorporation of the Company upon the
occurrence of an event specified therein and 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 4(g)(ii) of
Article V of the Restated Certificate of Incorporation
of the Company upon the occurrence of an event
specified therein.
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