- 53 -
* * * * * * *
Section 2. Put Option with Respect to Voting
Preferred Stock.
(a) Grant of Put Option. Acquiror[s] hereby
grants [sic] to MB Parent an option, exercisable after
June 30, 2018, to require Acquirors to purchase, in the
manner provided in Section 2(b), all, but not less than
all, of the outstanding shares of the [MergerSub]
Voting Preferred Stock, at a purchase price per share
equal to 100% of the Stated Value thereof on the date
of purchase.
* * * * * * *
Section 3. Call Option with Respect to
Participating Preferred Stock.
(a) Grant of Call Option. MB Parent hereby grants
to Acquirors an option, exercisable by Acquirors on or
after July 15, 2018, to purchase, in the manner
provided in Section 3(c), all, but not less than all,
of the outstanding shares of [MergerSub] Participating
Preferred Stock, at a purchase price per share equal to
the dollar amount derived from the EBITDA Formula (as
defined in Section 3(g)(i)(B) of Article V of the
Restated Certificate of Incorporation of the Company).
(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 3(a) shall be subject to the Company’s right to
redeem the Participating Preferred Stock pursuant to
Section 3(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 Participating
Preferred Stock 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 4. Put Option with Respect to
Participating Preferred Stock.
Page: Previous 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 NextLast modified: May 25, 2011