Outside BF Interests Sample Clauses

Outside BF Interests. (a) Prior to Closing Seller Parties shall use their respective reasonable best efforts to (i) cause each Person (other than CC1) who owns any Capital Stock of BeautyFirst to enter into a stock purchase agreement with CC1 in form reasonably acceptable to Seller and Buyer (each a "BF Purchase Agreement") with respect to all such Capital Stock owned by such Person, and (ii) cause each Person who holds any Options with respect to BeautyFirst to enter into an option cancellation agreement in form reasonably acceptable to Seller and Buyer (each an "Option Cancellation Agreement") with respect to all such Options held by such Person. (b) At Closing Seller Parties shall take all actions reasonably necessary to consummate the stock purchases under any BF Purchase Agreements entered into prior to Closing and the option cancellations under any Option Cancellation Agreements entered into prior to Closing, in each case in exchange for the payments by CC1 or BeautyFirst, as applicable, to each such Person required under such agreements; provided, that Seller may direct Buyer to (and Buyer shall, if so directed by the Seller, subject to Section 2.6(c) below) pay such amounts directly to such Persons pursuant to such agreements on behalf of CC1 and BeautyFirst, respectively. The parties agree that (i) Seller has separately and previously agreed to fund such payments to CC1 and BeautyFirst at or before Closing to facilitate such purchases and cancellations, and (ii) for convenience, Seller, CC1 and BeautyFirst have asked Buyer to make such payments. (c) If any portion of the payments payable pursuant to Section 2.6(b) is required to be deducted or withheld therefrom under the Code or under any applicable provision of federal, state, local or foreign Tax law, then the Seller Parties shall so instruct Buyer to reduce the payments to such applicable Persons accordingly and to pay over to CC1 or BeautyFirst, as applicable, such amounts being withheld or deducted promptly after Closing (which amounts shall still be deemed payments paid by Buyer hereunder). ARTICLE