Common use of Exit Note Clause in Contracts

Exit Note. So long as the Exit Note is outstanding and held by a Unilever Group Member of which Unilever has Unilever Required Control, (a) the Company shall not effect a Veto Matter without the prior written consent of the holder of the Exit Note, and such holder shall have all the rights given to Stockholders (including all rights granted in favor of the Unilever Stockholder under this Agreement notwithstanding the fact that the Unilever Stockholder no longer holds any Shares), and shall be subject to all obligations to which Stockholders are subject, in each case pursuant to Article VI, and (b) the Company shall not issue any Shares, shall not change its capital structure (including the rights and preferences of the Shares) as in existence on the Eighth Year Put Closing Date, shall maintain all Class B Shares purchased by it in exchange for the Exit Note pursuant to Article VIII in its treasury and shall comply with such provisions of Article IV as shall be necessary to give effect to the rights of the Unilever Stockholder to continued Board representation in accordance with the Exit Note. If and to the extent that such Class B Shares are reissued to the Unilever Stockholder, its rights and obligations shall be as set forth in the Certificate, the Bylaws and this Agreement (other than with respect to any Eighth Year Actions) as in effect on the date the Exit Note was issued, and the Put Price shall be deemed due and payable in full at the time of such reissuance; provided, that the Unilever Stockholder hereby agrees, consents to and acknowledges that the payment by the Company of such Put Price shall not be made until and unless permitted by the provisions of the Financing Agreements and the rights, remedies and powers of the lenders or noteholders (other than any Unilever Group Member) and holders of collateral thereunder; provided, further, that if the Company does not pay such amount at such time but for the provision of the immediately preceding proviso, interest shall accrue on such amount at the Applicable Rate from such time until the date of payment.

Exit Note. So long as the Exit Note is outstanding and held by a Unilever Group Member of which Unilever has Unilever Required Control, (a) the Company shall not effect a Veto Matter without the prior written consent of the holder of the Exit Note, and such holder shall have all the rights given to Stockholders (including all rights granted in favor of the Unilever Stockholder under this Agreement notwithstanding the fact that the Unilever Stockholder no longer holds any Shares), and shall be subject to all obligations to which Stockholders are subject, in each case pursuant to Article VI, and (b) the Company shall not issue any Shares, shall not change its capital structure (including the rights and preferences of the Shares) as in existence on the Eighth Year Put Closing Date, shall maintain all Class B Shares purchased by it in exchange for the Exit Note pursuant to Article VIII in its treasury and shall comply with such provisions of Article IV as shall be necessary to give effect to the rights of the Unilever Stockholder to continued Board representation in accordance with the Exit Note. If and to the extent that such Class B Shares are reissued to the Unilever Stockholder, its rights and obligations shall be as set forth in the New Certificate, the New Bylaws and this Agreement (other than with respect to any Eighth Year Actions) as in effect on the date the Exit Note was issued, and the Put Price shall be deemed due and payable in full at the time of such reissuance; provided, that the Unilever Stockholder hereby agrees, consents to and acknowledges that the payment by the Company of such Put Price shall not be made until and unless permitted by the provisions of the Financing Agreements and the rights, remedies and powers of the lenders or noteholders (other than any Unilever Group Member) and holders of collateral thereunder; provided, further, that if the Company does not pay such amount at such time but for the provision of the immediately preceding proviso, interest shall accrue on such amount at the Applicable Rate from such time until the date of payment.. * * * * * Table of Contents