Ratchet provisions—articles—buyout
Ratchet provisions—articles—buyout

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Ratchet provisions—articles—buyout

Add new Article 14 as follows:

  1. 1

    Conversion into Deferred Shares

    1. 1.1

      In this Article 14, unless the context otherwise requires the following expressions shall have the following meanings:

    2. Aggregate Investment

      1. means £[insert amount] being:

        1. (a)

          the sum of the Investors’ subscription for A Ordinary Shares of £[insert amount] and [Preference Shares OR Loan Notes] of £[insert amount]; and

        2. (b)

          any additional amount invested by the Investors in the Company or in any other member of the Group (whether for further shares, or loan notes or otherwise);


      1. means the following cashflows:

        1. (a)

          from the Investors as cash outflows, the subscription price plus any premium paid for the A Ordinary Shares and [Preference Shares OR Loan Notes]; and

        2. (b)

          to the Investors as cash inflows, those sums received from any Group Company or third parties on or prior to the Conversion Date in respect of and pursuant to the rights attaching to the A Ordinary Shares and [Preference Shares OR Loan Notes] (the Relevant Investments) including:

          1. i

            the gross amount of any dividends and interest received, or which will be received on or before the Conversion Date, from any Group Company in respect of the Relevant Investments, including [interest paid on the

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