Common use of Call Closing Clause in Contracts

Call Closing. Subject to Section 8.5(b), the closing of the purchase of the Call Securities pursuant to a Call Option shall take place at the offices of the Company on a date as the Company shall specify in the applicable Call Notice not more than (a) 90 calendar days after the later to occur of (i) the date the Call Notice is received by the Unilever Stockholder, (ii) the date on which the Fair Market Value shall have been agreed to by the Unilever Stockholder and the Company or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents or approvals of governmental authorities necessary for the purchase of the Call Securities shall have been obtained, or (iv) the date on which the Contingent Payment Amount shall have been determined pursuant to Section 2 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Call Closing Date”). On the Call Closing Date, the Company shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Section 8.7(b). At the closing, the Unilever Stockholder shall deliver to the Company (x) with respect to Call Shares, a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Call Shares then to be purchased by the Company, and (y) with respect to Call Notes, the original of the Note and instruments of transfer complying with the Note Indenture evidencing the amount of the Note to be repurchased by the Company, in exchange for payment of the Put Price for the Call Securities subject to the Call Option to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available funds.

Call Closing. Subject to Section 8.5(bOn or before the third (3rd) Business Day following the Call Date for such Call for Proceeds (the "Company Due Date"), the closing of the purchase of the Call Securities pursuant to a Call Option shall take place at the offices of the Company on a date as the Company shall specify in the applicable Call Notice not more than (a) 90 calendar days after the later to occur of (i) the date the Call Notice is received by the Unilever Stockholder, (ii) the date on which the Fair Market Value shall have been agreed to by the Unilever Stockholder and the Company or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents or approvals of governmental authorities necessary for the purchase of the Call Securities shall have been obtained, or (iv) the date on which the Contingent Payment Amount shall have been determined pursuant to Section 2 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Call Closing Date”). On the Call Closing Date, the Company shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Section 8.7(b). At the closing, the Unilever Stockholder shall deliver to the Company (x) with respect to Call Shares, Escrow Agent a certificate or certificates (properly endorsed or accompanied in denominations as instructed by stock powers or similar appropriate documentation of authority to transferSubscriber) evidencing representing the number of Call Shares then to be purchased for such Call for Proceeds, registered in the name of Subscriber or its nominee (as instructed by the CompanySubscriber), and (yii) with respect the Company shall deliver to Call Notesthe Escrow Agent any and all documents, instruments and other writings required to be delivered pursuant to Section 2.3.4 or any other provision of this Agreement in order to implement and effect the transactions contemplated herein. On or before the second (2nd) Business Day following notification by the Escrow Agent (pursuant to the Escrow Agreement) to the Subscriber that the Company has delivered such certificates and such documents (the "Subscriber Due Date"), the original Subscriber shall deliver to the Escrow Agent the Call Dollar Amount for such Call for Proceeds as specified in the Call Notice in the manner specified in Section 8 below; provided, however, if the Company does not deliver the certificate or certificates representing the Call Shares on or before the Company Due Date, then the Call Share Price for such Call for Proceeds shall be reset to equal eighty five percent (85%) of the Note and instruments of transfer complying with the Note Indenture evidencing the amount lower of the Note (i) the Market Price on the Call Date, or (ii) the lowest Closing Bid Price on any Trading Day from the Call Date until the date immediately preceding the date that the Company delivers the certificate or certificates representing all of the Call Shares to the Escrow Agent, including any additional shares required to be repurchased by issued based upon such reset of the Call Share Price, if applicable; provided, further, that if the Subscriber does not deliver to the Escrow Agent the Call Dollar Amount for such Call for Proceeds on or before the Subscriber Due Date, then the Subscriber shall pay to the Company, in exchange for payment of the Put Price for the Call Securities subject addition to the Call Option Dollar Amount, an amount (the "Late Payment Amount") at a rate of X% per month, accruing daily, multiplied by such Call Dollar Amount, where "X" equals one percent (1%) for the first month following the date in question, and increases by an additional one percent (1%) for each month that passes after the date in question, up to a maximum of five percent (5%). The closing (each a "Call Closing") for each Call for Proceeds shall occur on the date that both (i) the Company has delivered to the Unilever StockholderEscrow Agent such certificates representing all of the Call Shares to the Escrow Agent, including any accrued interest additional shares required to be issued based upon a reset of the Call Share Price, if applicable and adjustments pursuant such documents, and (ii) the Subscriber has delivered to Section 8.2(bthe Escrow Agent such Call Dollar Amount and any Late Payment Amount, if applicable (each a "Call Closing Date"), by wire transfer of immediately available funds.

Call Closing. Subject to Section 8.5(b), the The closing of the purchase and sale of Put/Call Shares pursuant to the Call Securities pursuant to a Call Option Option, shall take place at the offices principal office of the Company Call Purchaser on a Business Day to be mutually agreed upon by the Call Purchaser and the Call Seller, which date shall be as soon as practicable days after receipt of the Company shall specify in the applicable Call Notice not more than (athe "Call Closing"); provided, however, that if the purchase of Put/Call Shares is subject to prior regulatory approval or requires the determination of Fair Market Value, the parties will use their reasonable best efforts to obtain the necessary regulatory approvals or determination of Fair Market Value and the Call Closing shall be postponed until the expiration of five (5) 90 calendar days Business Days after the later to occur of (i) the date the Call Notice is all such regulatory approvals shall have been received by the Unilever Stockholder, or (ii) the date on which the determination of Fair Market Value shall have been agreed to by the Unilever Stockholder and the Company or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents or approvals of governmental authorities necessary for the purchase of the Call Securities shall have been obtained, or (iv) the date on which the Contingent Payment Amount shall have been determined pursuant to Section 2 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Call Closing Date”). On the Call Closing Date, the Company shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Section 8.7(b)Value. At the closingCall Closing, the Unilever Stockholder Call Seller shall deliver to the Company Call Purchaser (xA) with respect to the certificates representing the Put/Call Shares, a certificate or certificates (properly Shares duly endorsed or accompanied by stock powers or similar appropriate documentation executed in blank, in form and substance satisfactory to the Call Purchaser, together with all other documents required to be executed in connection with the sale of authority to transfer) evidencing the number of Put/Call Shares then and evidence satisfactory to be purchased the Call Purchaser that the Put/Call Shares are being transferred free and clear of all liens and encumbrances created by the CompanyCall Seller or its Affiliates, and (yB) all Distributable Property-on-Kind (it being understood that in no event shall a Call Seller be obligated to make any representations and warranties, or to provide any indemnities, with respect to any matters other than title to the Put/Call NotesShares and Distributable Property-in-Kind held by such Person, such title being free and clear of all liens and encumbrances created by it or its Affiliates, and such Person's authority, authorization and right to enter into and consummate the sale without contravention of any law or agreement, and without the need for any third party consent or approval (not including any governmental or regulatory consent or approval which shall have been received)). At the Call Closing, the original Call Purchaser shall pay the Call Price by delivery of cash by wire transfer to the account of the Note and instruments of transfer complying with the Note Indenture evidencing the amount of the Note to be repurchased by the Company, in exchange for payment of the Put Price for Call Seller. At the Call Securities subject Closing, the Call Seller will transfer the Distributable Property-in-Kind to the Call Option to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available fundsPurchaser.

Call Closing. Subject to conditions set forth in Section 8.5(b------------ 4(a), the closing (the "Call Closing") of the Company's purchase of Warrants and ------------ Shares from the Call Securities Investors pursuant to a Section 4(a) shall take place on such date (the "Call Option Closing Date") as shall be determined by the Company, but in any ----------------- event not earlier than 10 days and not later than 90 days after the date on which the final determination of the Fair Value Per Share of the Warrants and Shares being repurchased is made. The Call Closing shall take place at the offices Company's principal executive office or place of business or the office in New York City of the Company on a date as the Company's attorneys. The Company shall specify in the applicable Call Notice not more than (a) 90 calendar days after the later to occur of (i) the date the Call Notice is received by the Unilever Stockholder, (ii) the date on which the Fair Market Value shall have been agreed to by the Unilever Stockholder and the Company or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents or approvals of governmental authorities necessary for the purchase send written notice of the Call Securities shall have been obtained, or Closing (iv) the date on which the Contingent Payment Amount shall have been determined pursuant to Section 2 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “"Call Closing Date”)Notice") to the Investors. On The Call Closing ------------------- Notice shall specify the Call Closing DateDate and the location of the Call Closing. At the Call Closing, the Company shall be entitled pay to receive each Investor, against the representations and warranties Company's receipt from such Investor of the Unilever Stockholder described in Section 8.7(b). At the closing, the Unilever Stockholder shall deliver to the Company (x) with respect to Call Shares, a certificate or certificates (properly representing the Warrants and Shares being purchased from such Investor duly endorsed or accompanied by duly executed stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Call Shares then to be purchased by the Company, and (y) with respect to Call Notes, the original of the Note and other instruments of transfer complying with the Note Indenture evidencing the amount of the Note necessary to be repurchased by the Company, in exchange for payment of the Put Price for the Call Securities subject transfer such Warrants and Shares to the Call Option Company free and clear of all liens, pledges, encumbrances and other adverse claims, an amount equal to the Unilever Stockholder, including any accrued interest aggregate purchase price for all such Warrants and adjustments pursuant to Section 8.2(b)Shares, by wire transfer of immediately available funds, or if such Investor shall not have specified wire transfer instructions to the Company prior to the Call Closing Date, by certified or official bank check made payable to the order of such Investor.

Call Closing. Subject to Section 8.5(b), the The closing of the purchase and sale of Put/Call Shares pursuant to the Call Securities pursuant to a Call Option Option, shall take place at the offices principal office of the Company Call Purchaser on a Business Day to be mutually agreed upon by the Call Purchaser and the Call Seller, which date shall be as soon as practicable days after receipt of the Company shall specify in the applicable Call Notice not more than (athe "Call Closing"); provided, however, that if the purchase of Put/Call Shares is subject to prior regulatory approval or requires the determination of Fair Market Value, the parties will use their reasonable best efforts to obtain the necessary regulatory approvals or determination of Fair Market Value and the Call Closing shall be postponed until the expiration of five (5) 90 calendar days Business Days after the later to occur of (i) the date the Call Notice is all such regulatory approvals shall have been received by the Unilever Stockholder, or (ii) the date on which the determination of Fair Market Value shall have been agreed to by the Unilever Stockholder and the Company or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents or approvals of governmental authorities necessary for the purchase of the Call Securities shall have been obtained, or (iv) the date on which the Contingent Payment Amount shall have been determined pursuant to Section 2 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Call Closing Date”). On the Call Closing Date, the Company shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Section 8.7(b)Value. At the closingCall Closing, the Unilever Stockholder Call Seller shall deliver to the Company Call Purchaser (xA) with respect to the certificates representing the Put/Call Shares, a certificate or certificates (properly Shares duly endorsed or accompanied by stock powers or similar appropriate documentation executed in blank, in form and substance satisfactory to the Call Purchaser, together with all other documents required to be executed in connection with the sale of authority to transfer) evidencing the number of Put/Call Shares then and evidence satisfactory to be purchased the Call Purchaser that the Put/Call Shares are being transferred free and clear of all liens and encumbrances created by the CompanyCall Seller or its Affiliates, and (yB) all Distributable Property-on-Kind (it being understood that in no event shall a Call Seller be obligated to make any representations and warranties, or to provide any indemnities, with respect to Call Notes, the original of the Note and instruments of transfer complying with the Note Indenture evidencing the amount of the Note to be repurchased by the Company, in exchange for payment of the Put Price for the Call Securities subject any matters other than title to the Put/Call Option Shares and Distributable Property-in-Kind held by such Person, such title being free and clear of all liens and encumbrances created by it or its Affiliates, and such Person's authority, authorization and right to the Unilever Stockholder, including any accrued interest enter into and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available funds.consummate the