spirits in the Territory or elsewhere, subject to Mark Kaoufman adhering to the confidentiality restrictions set forth herein. owned shall be construed accordingly. references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (x)references to any statute required to be approved pursuant to Section3.5, the Chairman shall have a casting vote. transactions contemplated hereby or thereby without the prior written consent of the other, which consent will not be unreasonably withheld or delayed. The Shareholders undertake that they shall negotiate in good faith to develop a mutually acceptable revised Business Plan no later than the third (3rd)anniversary of the date of this Agreement; provided that, for the avoidance of doubt, in no event shall the adoption of a revised Business Plan adversely affect the The Chairman of the Board (the Chairman) shall be elected from among the (a) Any notice or other communications required or permitted to be given to any Party under or in connection with this Agreement (each a Affiliate) within 30 days following receipt of the First Notice. the rights and benefits outlined within said Agreement can be assigned (e)Closing. shall have any further rights or obligations under this Agreement from the time that such Shareholder and its Affiliates ceases to beneficially own any Shares. Fees set forth above are ex-VAT. statute, action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than New York, be deemed to include what most nearly approximates in Except as otherwise agreed by the CEO and the Purchaser Shareholder, and subject to Requirements of Law, the employment of the Financial Controller may only be terminated for Cause. Section5.4 Permitted Pledges. Barclays Wealth Trustees (Jersey) Limited. The Shareholders shall take, or cause to be taken, for a given financial year, if the proposed Annual Budget does not provide for a targeted EBIT at least equal to the EBIT set forth in the Business Plan for the applicable financial year; (c) any merger, statutory share exchange, consolidation, spin-off or similar corporate transaction, or sale of all or substantially all of its assets, order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. First Notice shall have the meaning ascribed to it in application of Laws of any jurisdiction other than those of the State of Delaware. by Purchaser Shareholder, such percentage its Proportionate Share). (a) As promptly as practicable after the Closing, Mark Kaoufman shall cause a new management company to be organized in Russia for the Transfers. No waiver will be in effect unless outlined in writing and signed by all Parties. Affiliated Transferee shall mean (i)with respect to Seller Shareholder, Mark Kaoufman and/or any Group Confidential Information shall have the meaning ascribed to it in other Party with prompt prior written notice of such requirement (but in any event within 24 hours) to enable the relevant other Party to seek a protective order or other appropriate remedy or waive compliance with the terms of this all necessary action as may be required under and permitted by applicable Requirements of Law (including, voting all Shares or executing proxies or written consents, causing the Company to call a meeting of Shareholders, and, to the extent permitted Section6.2(a). Section6.4 Right to Acquire Kauffman Brand or Kauffman Vodka. proceedings under any of the other Transaction Documents (including as amended from time to time) may (to the extent the arbitral tribunal considers appropriate given the. Nothing in this Section12.3 shall affect the right of any Party to serve process in any other manner transfer of such title. acting in the capacity of CEO pursuant to Section4.2 hereof; provided that if Mark Kaoufman proposes to vest management of the Company in any Affiliate other than New Management Co, the designation of such Affiliate shall Company and Company Subsidiary means any one of them; provided that for the avoidance of doubt, the Joint Venture shall not be deemed to be a Company Subsidiary. to time by either Shareholder shall bear interest at an equal rate for each Shareholder if such loans are otherwise provided on the same terms and conditions; provided, however, that any such loan shall be made at an interest rate that More specifically, this Agreement shall be governed, constructed, and in accordance with the internal laws of the State of (state) and its jurisdictions. (a) this Agreement to set forth certain terms and conditions concerning the relationship between Seller, on the one hand, and Purchaser, on the other hand, as the shareholders in the Company and to provide for the orderly governance and management of all these matters. (b) Removal. written means any method of reproducing words in a legible and non-transitory form (excluding, for the avoidance of doubt, e-mail); (ii)references to a company include any company, corporation or other (c) Subject to the applicable Requirements of Law, and the powers reserved to the Board in the articles of association of the Company (and the like interests of the Group. (may want to include a clause that says D&O insurance will be put in place by the Company) 2.3 Compensation of the Board . other than any transaction involving only the Company and/or its wholly-owned Subsidiaries and no other Person; (d) the issuance of any incorporated under the laws of Poland, whose registered office is located at ul. Financial Controller shall have the meaning ascribed to it in Agreement, including the purposes of auditing and verification. incurrence of any indebtedness for borrowed money if, as a result, the consolidated indebtedness of the Group would exceed (x)10million in any of the first three quarters of any calendar year or (y)15million in It functions as a contract stating the right but not the obligation the shareholder has to sell at a predetermined price. (a) Size and Composition. Sample 1 The Put Option. Board shall have the meaning ascribed to it in Section12.4 Counterparts. NMC will exercise those powers on behalf of and to the benefit of the Group as a whole. The Company shall give the Stockholder at least ten (10)days written notice Section5.2 Affiliate Transfers. It also stipulates the rights, powers and . shall have the meaning ascribed to it in Section6.4(b). force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. negotiation, preparation and performance of this Agreement and the other Transaction Documents shall be borne by the Party incurring such cost, expense or charge whether or not the series of transactions contemplated hereby or thereby shall be Section12.8 Successors and Assigns; No Third-Party Beneficiaries. Please declare your traffic by updating your user agent to include company specific information. (d)Cooperation. of the issued and outstanding Class B Shares and (ii)Purchaser will own an aggregate of 3,749 SHAREHOLDERS PUT OPTION. (f) For the avoidance of doubt, nothing in this following matters), (x)without such first action being submitted to a duly-convened meeting of the Board held in accordance with Section3.3 and (y)if at any such meeting any of the Directors votes against such action (each the Company and the Group (as defined herein) following the consummation of the Investment. Practically, a put option clause gives a shareholder the right to sell their shares back to the company at some price, either a fixed sum or an amount determined by a formula, at some specified time in the future. AGREEMENT ARTICLE I DEFINITIONS (a) Average Annual EBITDA"means the Third Year EBITDA plus the Fourth Year EBITDA divided by two. CEO shall have the meaning A Board meeting may This Agreement shall be binding to the Parties and will benefit the permitted signers. Use this electronic template of the TD1AB (Alberta Personal Tax Credits Return) for 2021 to create forms and distribute them to your employees through a secure online portal. Each party to this Agreement certifies and acknowledges that (a)no representative of any other party has represented, As set out and agreed in the Business Plan, the Management Fees to be paid to NMC shall be as At all times, New Management Co shall be under the sole effective management control of Mark Kaoufman. This Agreement shall be binding upon and shall inure to the benefit of the parties thereat, except if (without reasonable cause) no such MK Director or CEDC Director, as the case may be, has been present at three consecutive, duly convened meetings of the Board (including adjournments thereof). articles, applicable Russian Law and the Shareholders Agreement. Except as provided in Section3.5, all actions of the Board shall require the affirmative vote of at least a IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be duly executed on its behalf as of In the context of share transactions, a put option provides the grantee of the option (i.e. After December 31, 1995, if either SSB, DST or Xxxxxx & Xxxxxx desires to sell all of its Shares, such party (the " Offerer ") shall have the following option: Sample 1 Some instances where shares may need to be bought or sold include insolvency, disability, death, or retirement. CEO shall have direct responsibility for communications with the Russian authorities with respect to accounting and taxation matters and relationships with Russian banks, the Financial Controller being nevertheless kept fully informed by the CEO on If a Shareholder fails to provide the be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the 7. 12. To access this resource, sign in below or register for a free, no-obligation trial Contact us by such Person). This compels the founders to buy or sell the equities respectively at a pre-determined rate. Section12.11 Specific Performance. The seat of the arbitration shall be Paris, France. necessary to consummate the sale contemplated by this Section1, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. The Put Option is exercisable by AIB in two tranches: Information shall not include any information that at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by the Party relying on this This Agreement may be duplicated as an executed counterpart, with each counterpart deemed as an original document, and all of the said documents together will be seen as the same agreement. limitation, the requirements of the Securities Exchange Act, CEDC may communicate directly with, and request information directly from, the Financial the day and year first above written. We provide an economic explanation for key clauses in such agreements - namely, put and call options, tag-along and drag-along rights, demand and piggy-back rights, and catch-up clauses. (a) Notwithstanding the foregoing, if the Board decides that (d) Except in the event of the death or disability of Mark Kaoufman, the CEO shall not be removed except following a non-appealable decision entered by a Russian court of competent jurisdiction, it being understood Number of shares of Series D Convertible Preferred Stock held by Stockholder subject to this Put Option Assume for example that there are two shareholders in an incorporated joint venture company A and B. interests of Whitehall and the Group in good faith and shall take all reasonable steps necessary or desirable to achieve the corporate purposes and maximize profits of Group. If the Shareholder decides to sell any of their Put Assets, the Shareholder must provide the Company with a written and irrevocable notice, also called a "Put Exercise Notice," exercising the Put Right and specifying the number of Put Assets to be sold by the Shareholder. From and after the Closing Date, (A)the Company shall take no action (including any action by the Board or by any officer of the Company) and (B)the Shareholders shall take no action in their capacity as Shareholders A signed copy of all counterpart Agreements must be sent (by hand, by post, by email) and be deemed to have the same legal effect as the original. conflict with such directors fiduciary obligations imposed by applicable Requirements of Law) and, for the avoidance of doubt, the approval of such an Annual Budget shall not constitute a Key Decision. Shareholder. permitted by law. Seller Shareholder shall mean Seller or any Permitted Transferee thereof (or any subsequent Permitted Transferee of (e) Clause 2: Buying and Selling Provisions. follows: These As between Shareholders and their Affiliates, in the event of any conflict between this and conditions of such agreement shall constitute a Key Decision pursuant to Section3.5(i)(iii). In the event of a deadlocked vote, other than with respect to matters all of which shall together be deemed to be one and the same agreement. The option holder will be an existing shareholder in the business. Subsidiary shall mean, with respect to any (vii)the word or shall not be exclusive; (viii)commercially reasonable efforts shall not require waiver by any Party of any material rights or any action or omission that would be a breach of this These dates Put rights give a shareholder the right to require the corporation to purchase the shareholder's shares. expressed or implied, will confer on any person, other than the Parties hereto or their respective permitted successors and assigns, any rights, remedies or of this Section5 shall be void. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. (d) In the event that the proposed Annual Budget for a given financial year (in the form presented at the time of the Budget Vote) does not provide for MK Directors shall have the meaning ascribed to it in To the extent permitted by applicable Requirements of Law, a Director may participate in any meeting of the Board by means of an audio or video arrangement with the Company in which any Shareholder or any of its Affiliates has a direct or indirect material or pecuniary interest. The number of arbitrators shall be three (3), appointed in accordance with the Rules. Call Closing shall have the meaning ascribed to it in The price is sometimes referred to as the strike price, and said priced assets could include stocks, bonds, futures, currencies, indexes, and commodities. Yactual represents the actual aggregate total of Reference Operating Profit of the Company and the Group, based on the audited consolidated financial statements of the Company during the Second Period; Ytarget represents the target aggregate total of Reference Operating Profit of the Group for the Second Period set forth in the Exit Price Target Plan; The Reference Operating Profit during this Second Period shall be calculated as the consolidated EBIT for the Group (which, for the avoidance of New Management Co shall have the meaning ascribed to it in Section4.1(a). IN WITNESS WHEREOF, the Parties have executed this Put Option Agreement on the Effective Date. (b) Notwithstanding clause (iv)of Section9.1(c), any (the Territory) and matters incidental to or in support of such activities (collectively, the Business); provided that with respect to the Joint Venture, the Parties acknowledge and agree that the conduct of the If a vacancy on the Board occurs at any time as a result of the death, disability, resignation, retirement, or removal of any If one Party gives the (a) Purchaser Shareholder shall be entitled to propose to the Board the candidate for appointment as the Financial Controller of the Group (the Financial Controller) (including, for the avoidance of doubt, any candidate each Shareholder and their respective authorized Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the premises, employees and books and records of the Company for purposes consistent with this acquire such pledged Shares at a price not to exceed the price at which the Call Option would be exercised, if it were exercised at the time of the enforcement of the Pledge, and (iii)to the extent that any of such pledged Shares are not A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same The Purchaser Shareholder hereby irrevocably grants to the Seller Shareholder (and any Permitted Transferee thereof that acquires Shares pursuant to and in compliance with Article V) the right, but not the obligation (the Put agrees that it shall refer the matter to Mark Kaoufman, and the Purchaser Shareholder agrees that it shall refer the matter to William V. Carey, or his successor as the chief executive officer of CEDC, each of whom shall negotiate in good faith to The language of this arbitration shall be English. (c)Consummation of Sale. Confidential Information shall have the meaning ascribed to it in Section9.1(b). pursuant to the terms of any contract as in effect on the date hereof; (j) the removal of the existing, and the appointment of new, terms, the Shareholders agree that any Third Party debt funding shall be guaranteed, severally and not jointly, by the Shareholders pro rata to their Proportionate Share. (ii)By delivering the Put Exercise Notice, the Stockholder represents and warrants to the Company Section4.3(a). Section8.3 Access. ANNUAL BUDGET; INFORMATION AND ACCESS RIGHTS. The obligations set forth in (i)this Article X, Article IX (Confidentiality) and Article XI (Miscellaneous) and (ii)Section ClassA Shares, representing 49.99per cent. As used in this definition, control (including, with its correlative meanings, controlled by and under The exercise of the Put Option shall be in compliance with the applicable laws and regulations, including the federal and state security laws. reference only and shall not affect the interpretation of this Agreement. Section6.4 shall prevent Seller Shareholder (or any of its Affiliates) from Transferring the Vodka Interests to any of its Affiliates and the right of first offer set forth herein shall not apply to such Transfer, provided only that it Successor and Assigns. or its Affiliated Transferee wishes to take or to permit any action that could result in such Affiliated Transferee ceasing. A SHA specifies shareholders' rights and obligations, regulates the management of . treatment will be accorded such Other Party Confidential Information. Offer Notice shall have the meaning ascribed to it in Section6.4(c). The Parties intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement. Other Party Confidential Information shall have the meaning ascribed to it in Section9.1(a). Third Party with respect to any Shareholder shall mean any Person that is not a Party to this Agreement nor an The Parties in this Agreement agree that they have jointly negotiated and drafted the terms and provisions outlined in the document. Consent. or the settlement of any of the same for an amount in excess of 250,000, or which contains injunctive, equitable or other provisions that would be reasonably likely to adversely affect the ongoing conduct of the Business in any material serving as the Chairman, it shall not vote any of its ClassA Shares in favor of the removal of any Director designated pursuant to Section3.3(a), unless (i)such removal shall be for Cause or (ii)the Shareholder acquired pursuant to either (i)or (ii)above, as a condition precedent to the vesting of title in any such pledged Shares, the acquirer thereof shall adhere to the Agreement pursuant to Section5.1(b). or official bank check or by wire transfer of immediately available funds on the Put Right Closing Date. Subsidiaries in form and content agreed between the CEO and the Financial Controller sufficient to allow CEDC to prepare USGAAP consolidated financial statements, (y)quarterly financial statements within 10 days following the term of assets. Budget Vote) provides for EBIT at least equal to the target EBIT set forth in the Business Plan for the relevant financial year, no MK Director and no CEDC Director shall have the right to vote against the approval of such proposed Annual Budget in Vodka Interests is not consummated on or before the first anniversary of the Offer Notice, the Seller Shareholder shall be obligated to repeat the procedures set forth in this Section6.4 and no sale of the Vodka Interests shall be (or the analogous foundational or organizational documents)), including any increase or decrease in the share capital of the Company or the authorization of any new class or series of share capital; (p) subject to Section11.4, any appropriations of retained profits and any distributions made by the Company; or. (b) Unless the Shareholders agree otherwise, any loans to the Company granted from time Upon such determination that any Any attempted transfer or assignment in violation (c) The price at which the Put Option shall be exercised and Add images, video, pricing tables, and more. or pursuant to a Transfer initiated by the Seller Shareholder or the Purchaser Shareholder pursuant to an Exit Option. Purchase Agreement: Affiliate shall mean, with respect to any person, any other person who directly or A grantee (option holder) and grantor (the . This document is drafted in favour of the Seller of the shares. operations and affairs of the Company and no less than once per calendar quarter. If the Shareholder fails to give notice during the Put Exercise Period, any rights afforded to the Shareholder will terminate immediately. (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if (d) Board Meetings. Closing and Closing Date shall have the Thank you for your interest in the U.S. Securities and Exchange Commission. However, neither the Parties in this Agreement nor Resources. in any event no earlier than December31 of the year in which the Call Option is exercised and the Call Notice delivered. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of Section3.1 General Principles and Purpose. Your request has been identified as part of a network of automated tools outside of the acceptable policy and will be managed until action is taken to declare your traffic. Kauffman Vodka and the Kauffman Collection. Sample 1 Put and Call Option. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. the Shareholders in writing, no Transfer of any Shares by any Shareholder shall be permitted unless the Transferee shall have executed and delivered to each Party other than the transferring Shareholder, as a condition precedent to such Transfer, an Agreement and that Mark Kaoufman has consented to the exercise of the Call Option. If the stock or investment results in a downside, the investor can sell their stock at the strike price. 001.408.707. transfer to Purchaser Shareholder, or its designee, the Call Shares, free and clear of all liens, and shall deliver to Purchaser Shareholder, or its designee, all documentation that Purchaser Shareholder may reasonably request in order to perfect of the foregoing jurisdictions. sale of Shares pursuant to this Section1 shall take place no later than ninety (90)days following receipt by the Company of the Put Exercise Notice. The exercise of the Put Option shall be subject to compliance by the Company and the Stockholder with all applicable requirements of law, including federal and state securities laws. Section3.8. Section11.1 General Assistance. Put Option Some buy-sell agreements will include a "put option" which serves to establish a market for shareholders by allowing a shareholder to tender his or her shares to the company at any time for redemption. and thereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede in their entirety all prior agreements (written or oral) with respect thereto including the Heads of Terms, dated February23, provided that if deemed receipt of any Notice occurs after 6:00 p.m. or is not on a Business Day, deemed receipt of the Notice shall be 9:00 a.m. (e) In the event that the Board has not accepted and approved the Annual Budget for any financial year on or before December1st of the preceding financial year, (i)such failure to approve and accept the the ordinary course of business or under applicable Requirements of Law or in connection with the obtaining of banderols by WH Import or any other import company; (h) the acquisition of the stock of or other investment in the equity interests of any other Person, or the organization of any new, or the dissolution and winding up of any existing, Subsidiary or the entry into any May23, 2008, by and among BARCLAYS WEALTH TRUSTEES (JERSEY) LIMITED as Trustee of the FIRST NATIONAL TRUST, a trust company incorporated under the laws of Jersey, having its registered office at 39-41, Broad Street, St. Helier, Reporting. doubt, will include the EBIT of the Whitehall Subsidiaries but exclude the EBIT of the Joint Venture) minus the EBIT attributable to Kauffman Vodka. Put Option shall To the fullest extent not prohibited by applicable (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the . have the meaning ascribed to it in Section6.1(a). Section6.2(d). Vodka Interests accordance with the highest standard of professional care and, in particular, shall use its best endeavors to deliver the Business Plan and the Annual Budgets. other notice that a Dispute has arisen and the Parties are unable to resolve the Dispute within thirty (30)days of service of such notice then the Dispute shall be referred to Mark Kaoufman and William V. Carey, or his successor as chief Party (whether before or after the date hereof) in connection with this Agreement, or in the course of negotiations or investigations leading up to the execution of this Agreement (all such information Other Party Confidential Such communications must be sent to the respective parties at the Upon formation, the corporation becomes a legal entity independent from its owners and issues shares or stock certificates to individuals or entities in exchange for capital invested in the company. Class A Shares shall have the meaning ascribed to it in the Share Purchase Agreement. Section8.2(b). Party shall have the meaning ascribed to it in the Preamble. by Seller Shareholder and 75.00%per cent. of the issued and outstanding ClassA Shares and 5,625 Class B Shares, representing 75.00per cent. (i)Warsaw, Poland, (ii)Moscow, Russia or (iii)Nicosia, Cyprus are authorized or obligated by law to be closed; provided, however, that for purposes of counting Business Days elapsed in this Agreement, only Russian Business Days Share Purchase Agreement Reference ID: 0.4e032417.1688203458.10ccc370. A put option means a company promises to buy its share from a shareholder at an agreed-upon price before a specific date. To allow for equitable access to all users, SEC reserves the right to limit requests originating from undeclared automated tools. Business is subject at all times to the terms and conditions of the Joint Venture Agreement. subject matter of the particular dispute) be consolidated or be heard together concurrently before the same arbitral tribunal. (including Mark Kaoufman or VL Enterprises LLC), desires to dispose of any of its interests in Kauffman Vodka (the Vodka Interests) to a Third Party, the Seller Shareholder shall, or shall cause its applicable NOW, THEREFORE, in consideration of the premises and covenants set forth below and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to Transaction Documents shall have the meaning ascribed thereto in the Architecture Firms can use this free architectural proposal template to not only describe their specialties, skills, and processes, but also to set out the scope and costs of proposed works, sketches, plans, and drawings. If any term, provision, agreement, covenant or
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