Common use of Put Arrangements Clause in Contracts

Put Arrangements. (a) At any time following the fifth anniversary of the date hereof each holder of Investor Shares shall have the right to require the Company to repurchase all or any portion of the such holder's Investor Shares at the Put Price (the "PUT") by delivering a written notice to the Company and each other holder of Investor Shares specifying the amount thereof to be purchased (the "PUT NOTICE"). The right to exercise the Put shall inure to the benefit of all transferees of the Investor Shares (other than transferees in a Public Sale). (b) Upon the delivery of the Put Notice, the Company and the holder or holders of Investor Shares delivering the Put Notice (including those specified in the last sentence of this Section 7(b), the "REQUESTING HOLDERS") shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof, within twenty (20) days after the determination of the Put Price, the Company shall purchase and the Requesting Holders shall sell the amount of such Requesting Holder's Investor Shares specified in the Put Notice at a mutually agreeable time and place (the "PUT CLOSING"). Upon receipt of any Put Notice, any other holder of Investor Shares may, by written notice delivered to the Company within five (5) business days after receiving such Put Notice specifying the number of Investor Shares that such holder elects to include in such Put, elect to participate in such Put, and upon delivery of such written notice each such other holder shall be deemed to be a Requesting Holder. (c) At the Put Closing, the Requesting Holders shall deliver to the Company certificates and other instruments (if any) representing the Investor Shares to be repurchased by the Company, and the Company shall deliver to the Requesting Holders the Put Price by cashier's or certified check payable to the Requesting Holders or by wire transfer of immediately available funds to an account designated by the Requesting Holders; provided that if, as the result of the payment in cash of the Put Price in accordance with this Section 7(c), there will exist an Event of Default (as defined in each of the Purchase Agreement and the Loan Agreement) and the Company shall have used its best efforts to obtain financing from an outside source for payment of the Put Price, then the Company may pay the Put Price by delivery (i) of cash (as provided above) up to the maximum portion of the Put Price, the payment of which will not result in the occurrence or existence of an Event of Default and (ii) a promissory note in a principal amount equal to that portion of the Put Price not being paid pursuant to the foregoing clause (i), payable in three successive annual installments, with the first installment due on the first anniversary of the delivery of the Put Notice, and otherwise containing terms substantially similar to the terms set forth in the Company's 12% Senior Subordinated Notes. If the Requesting Holder deliver to the Company all or any portion of the Investor Warrants in satisfaction of the sale of the Investor's Stockholder Shares hereunder, the Put Price shall be reduced by the aggregate exercise price of such portion of the Warrants. (d) The "PUT PRICE", as of any date, of any Requesting Holder's Investor Shares to be repurchased hereunder shall be determined based on a value of the Company's common stock equal to THE GREATER OF (i) the product of 6.25, MULTIPLIED BY the Company's EBITDA for the trailing 12-month period (as defined in the Purchase Agreement) for its most recently completed fiscal year as reflected on the Company's audited consolidated income statement for such fiscal year, MINUS the Company's aggregate principal amount of, plus accrued and unpaid interest on, outstanding indebtedness as of such date MINUS the liquidation value of, plus accrued and unpaid dividends, if any, on, the then outstanding preferred stock of the Company, and (ii) the Market Value as of such date. The aggregate Put Price payable to each Requesting Holder shall be equal to the amount which such holder would receive with respect to the Investor Shares specified by such holder in such holder's Put Notice in the event of a Sale of the Company for an aggregate purchase price equal to the value attributable to the Company in accordance with the foregoing sentence. In calculating the Put Price, all accounting determinations shall be made in accordance with generally accepted accounting principles consistently applied. (e) The Investors' right to exercise the Put hereunder shall terminate upon the first to occur of (i) the 10th anniversary of the date of this Agreement and (ii) a Sale of the Company.

Put Arrangements. (a) At any time following the fifth anniversary occurrence of a Put Right Event (as defined below), the date hereof each holder of Investor Shares GGC Entities shall have the right to require the Company Moulin Entities to repurchase use reasonable best efforts to purchase all or any portion of the such holder's Investor Shares Equity Securities held by the GGC Entities (the “Put Securities”) at the Put Price (as defined below) (the "PUT"“Put”) by delivering a written notice to the Company and each other holder of Investor Shares specifying the amount thereof to be purchased Moulin (the "PUT NOTICE"“Put Notice”). The right to exercise the Put shall inure to the benefit of all transferees any Affiliate of the Investor Shares GGC Entities to whom Equity Securities of the GGC Entities are transferred pursuant to Section 2.1(a)(i) of the Stockholders Agreement (other than transferees in a Public Sale“Permitted Affiliate Transferees”). The Moulin Entities’ “reasonable best efforts” shall include, without limitation, reasonable best efforts to (i) raise sufficient debt and equity financing proceeds to permit the Moulin Entities to pay the full aggregate Put Price and (ii) obtain approvals, waivers and consents or otherwise remove any restrictions imposed under contractual obligations or applicable law or regulations that have the effect of limiting or prohibiting any Moulin Entity from purchasing all or any portion of the Put Securities at the Put Price. (b) Upon the delivery of the Put Notice, the Company and the holder or holders of Investor Shares delivering the Put Notice (including those specified in the last sentence of this Section 7(b), the "REQUESTING HOLDERS") shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof, within twenty the Moulin Entities shall, during the 180-day period described below, use reasonable best efforts to purchase and the GGC Entities shall sell, against delivery of original stock certificates and stock powers duly endorsed in favor of Moulin (20or its designee) days after the determination evidencing such Put Securities, all of the Put PriceSecurities then held by the GGC Entities (which have not been or are not being simultaneously repurchased or redeemed by the Company), the Company shall purchase free and the Requesting Holders shall sell the amount clear of such Requesting Holder's Investor Shares specified in Liens (other than restrictions on transfer imposed by securities laws), at the Put Notice Price at a mutually agreeable time place and place date no later than the 180th day following (i) if a Valuation Notice has been delivered pursuant to Section 2.2 of the Stockholders Agreement, the date of such Valuation Notice and (ii) if no Valuation Notice has been delivered pursuant to Section 2.2 of the Stockholders Agreement, the delivery of the Put Notice (the "PUT CLOSING"“Put Closing”). Upon receipt of any Such 180-day period is referred to herein as the “Put Notice, any other holder of Investor Shares may, by written notice delivered to the Company within five (5) business days after receiving such Put Notice specifying the number of Investor Shares that such holder elects to include in such Put, elect to participate in such Put, and upon delivery of such written notice each such other holder shall be deemed to be a Requesting HolderClosing Period”. (c) At the Put Closing, the Requesting Holders GGC Entities shall deliver to the Company Moulin Entities (or their designees) certificates and other instruments (if any) representing the Investor Shares to be repurchased by the CompanyPut Securities, and the Company Moulin Entities shall deliver (or cause their designees to deliver) to the Requesting Holders GGC Entities the Put Price by cashier's or certified check payable to the Requesting Holders or by wire transfer of immediately available funds to the to an account or accounts designated by the Requesting Holders; provided that if, as the result of the payment in cash of the Put Price in accordance with this Section 7(c), there will exist an Event of Default (as defined in each of the Purchase Agreement and the Loan Agreement) and the Company shall have used its best efforts to obtain financing from an outside source for payment of the Put Price, then the Company may pay the Put Price by delivery (i) of cash (as provided above) up to the maximum portion of the Put Price, the payment of which will not result in the occurrence or existence of an Event of Default and (ii) a promissory note in a principal amount equal to that portion of the Put Price not being paid pursuant to the foregoing clause (i), payable in three successive annual installments, with the first installment due on the first anniversary of the delivery of the Put Notice, and otherwise containing terms substantially similar to the terms set forth in the Company's 12% Senior Subordinated Notes. If the Requesting Holder deliver to the Company all or any portion of the Investor Warrants in satisfaction of the sale of the Investor's Stockholder Shares hereunder, the Put Price shall be reduced by the aggregate exercise price of such portion of the WarrantsGGC Entities. (d) The "PUT PRICE", as of any date, of any Requesting Holder's Investor Shares to be repurchased hereunder shall be determined based on a value of the Company's common stock equal to THE GREATER OF (i) the product of 6.25, MULTIPLIED BY the Company's EBITDA for the trailing 12-month period (as defined in the Purchase Agreement) for its most recently completed fiscal year as reflected on the Company's audited consolidated income statement for such fiscal year, MINUS the Company's aggregate principal amount of, plus accrued and unpaid interest on, outstanding indebtedness as of such date MINUS the liquidation value of, plus accrued and unpaid dividends, if any, on, the then outstanding preferred stock of the Company, and (ii) the Market Value as of such date. The aggregate Put Price payable to each Requesting Holder shall be equal to the amount which such holder would receive with respect to the Investor Shares specified by such holder in such holder's Put Notice in the event of a Sale of the Company for an aggregate purchase price equal to the value attributable to the Company in accordance with the foregoing sentence. In calculating the Put Price, all accounting determinations shall be made in accordance with generally accepted accounting principles consistently applied. (e) The Investors' right to exercise the Put hereunder shall terminate upon the first to occur of (i) the 10th anniversary of the date of this Agreement and (ii) a Sale of the Company.

Put Arrangements. (a) At any time following If (x) the fifth Company shall not have consummated an Initial Public Offering by the third anniversary of the date hereof (such date, the "Third Anniversary") or (y) the Company consummates an Approved Sale or consummates a public offering or liquidates, each holder of Investor Shares shall have the right within ninety (90) days following the Third Anniversary or prior to or simultaneously with the closing of the Approved Sale, public offering, or liquidation (the "Put Period"), to require the Company to repurchase all or any portion of the Common Stock held by such holder's Investor Shares at the Put Price (the "PUTPut") by delivering a written notice to the Company and each other holder of Investor Shares specifying the amount thereof to be purchased (the "PUT NOTICE"). The right to exercise the Put shall inure to the benefit number of all transferees of the Investor Shares (other than transferees in a Public Sale).shares of (b) Upon the delivery of the Put Notice, the Company and the holder or holders of Within ten (10) Business Days after an Investor Shares delivering the delivers a Put Notice (including those specified in the last sentence of this Section 7(b), the "REQUESTING HOLDERS") shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof, within twenty (20) days after the determination of the Put PriceCompany, the Company shall purchase and such Investor (the Requesting Holders "Selling Investor") shall sell the amount number of such Requesting Holder's Investor Shares shares of Common Stock specified in the Put Notice at a mutually agreeable time and place (the "PUT CLOSINGPut Closing"). Upon receipt of any Put Notice, any other holder of Investor Shares may, by written notice delivered to the Company within five (5) business days after receiving such Put Notice specifying the number of Investor Shares that such holder elects to include in such Put, elect to participate in such Put, and upon delivery of such written notice each such other holder shall be deemed to be a Requesting Holder. (c) At the Put Closing, the Requesting Holders Selling Investor shall deliver to the Company certificates and other instruments (if any) representing the Investor Shares shares of Common Stock to be repurchased by the CompanyCompany free and clear of all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment, and the Company shall deliver to the Requesting Holders Selling Investor the Put Price by cashier's or certified check payable to the Requesting Holders Selling Investor or by wire transfer of immediately available funds to an account designated by the Requesting HoldersSelling Investor; provided provided, that if, as if and to the result extent any such purchase for cash is prohibited by (x) the provisions of applicable state law or (y) the terms and conditions of the payment in cash Company's financing agreements with its primary lender such that the Put Closing would cause a default under the terms and conditions of such financing agreements, the amount of the Put Price which is not able to be paid in accordance cash shall be paid for by the issuance of subordinated promissory notes with this Section 7(c)a maturity of ten years and bearing interest on the unpaid principal amount of such notes at a rate equal to the Prime Rate, there will exist an Event of Default (as defined in each case subject to the terms and conditions of the Purchase Agreement and Company's financing agreements; provided, further, that the Loan Agreement) and the Company Selling Investor shall have used its best efforts be entitled to obtain financing from an outside source for payment of the Put Price, then the Company may pay the Put Price by delivery (i) of cash (as provided above) up to the maximum rescind any portion of the exercised Put Price, the payment of which will not result in the occurrence or existence of an Event of Default and (ii) a promissory note in a principal amount equal to that if any portion of the Put Price not being paid would be payable by a subordinated promissory note; and provided further, that the Company shall use its reasonable best efforts to arrange alternate financing in order to pay the Put Price in cash and will give the Investor notice at such time as alternate financing has been arranged. Notwithstanding any limitation contained herein on the period during which an Investor may exercise the Put, in the event a Selling Investor rescinds any portion of the exercised Put pursuant to the foregoing clause sentence of this Section 9(c) (ia "Put Recission"), payable in three successive annual installments, with the first installment due on the first anniversary of the delivery of such Selling Investor shall be entitled to exercise the Put Notice, and otherwise containing terms substantially similar to the terms set forth in the Company's 12% Senior Subordinated Notes. If the Requesting Holder deliver to the Company all or at any portion of the Investor Warrants in satisfaction of the sale of the Investor's Stockholder Shares hereunder, the time following a Put Price shall be reduced by the aggregate exercise price of such portion of the Warrants. (d) The "PUT PRICE", as of any date, of any Requesting Holder's Investor Shares to be repurchased hereunder shall be determined based on a value of the Company's common stock equal to THE GREATER OF (i) the product of 6.25, MULTIPLIED BY the Company's EBITDA for the trailing 12-month period (as defined in the Purchase Agreement) for its most recently completed fiscal year as reflected on the Company's audited consolidated income statement for such fiscal year, MINUS the Company's aggregate principal amount of, plus accrued and unpaid interest on, outstanding indebtedness as of such date MINUS the liquidation value of, plus accrued and unpaid dividends, if any, on, the then outstanding preferred stock of the Company, and (ii) the Market Value as of such date. The aggregate Put Price payable to each Requesting Holder shall be equal to the amount which such holder would receive with respect to the Investor Shares specified by such holder in such holder's Put Notice in the event of a Sale of the Company for an aggregate purchase price equal to the value attributable to the Company Recission in accordance with the foregoing sentence. In calculating the Put Price, all accounting determinations shall be made in accordance with generally accepted accounting principles consistently applied. (e) The Investors' right to exercise the Put hereunder shall terminate upon the first to occur of (i) the 10th anniversary of the date terms and conditions of this Agreement and (ii) a Sale of the CompanySection 9.

Put Arrangements. (a) At any time following the fifth anniversary of the date hereof after September 30, 2003, each holder of Investor Shares shall have the right to require the Company to repurchase all or any portion of the such holder's Investor Shares (other than Investor Shares which are shares of Common Stock of the Company acquired by such holders pursuant to the Common Stock Purchase Agreement and any shares of Common Stock issued or issuable with respect to such shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization) at the Put Price (the "PUTPut") by delivering a written notice to the Company and each other holder of Investor Shares specifying the amount thereof to be purchased (the "PUT NOTICEPut Notice"). The right to exercise the Put shall inure to the benefit of all transferees of the Investor Shares (other than transferees in a Public Sale). (b) Upon the delivery of the Put Notice, the Company and the holder or holders of Investor Shares delivering the Put Notice (including those specified in the last sentence of this Section 7(b), the "REQUESTING HOLDERSRequesting Holders") shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof, within twenty (20) days after the determination of the Put Price, the Company shall purchase and the Requesting Holders shall sell the amount of such Requesting Holder's Investor Shares specified in the Put Notice at a mutually agreeable time and place (the "PUT CLOSINGPut Closing"). Upon receipt of any Put Notice, any other holder of Investor Shares may, by written notice delivered to the Company within five (5) business days after receiving such Put Notice specifying the number of Investor Shares that such holder elects to include in such Put, elect to participate in such Put, and upon delivery of such written notice each such other holder shall be deemed to be a Requesting Holder. (c) At the Put Closing, the Requesting Holders shall deliver to the Company certificates and other instruments (if any) representing the Investor Shares to be repurchased by the Company, and the Company shall deliver to the Requesting Holders the Put Price by cashier's or certified check payable to the Requesting Holders or by wire transfer of immediately available funds to an account designated by the Requesting Holders; provided that if, as the result of the payment in cash of the Put Price in accordance with this Section 7(c), there will exist an Event of Default (as defined in each of the Securities Purchase Agreement and the Loan Agreement) and the Company shall have used its best efforts to obtain financing from an outside source for payment of the Put Price, then the Company may pay the Put Price by delivery (i) of cash (as provided above) up to the maximum portion of the Put Price, the payment of which will not result in the occurrence or existence of an Event of Default and (ii) a promissory note in a principal amount equal to that portion of the Put Price not being paid pursuant to the foregoing clause (i), payable in three successive annual installments, with the first installment due on the first anniversary of the delivery of the Put Notice, and otherwise containing terms substantially similar to the terms set forth in the Company's 12% Senior Subordinated Notes. If the Requesting Holder deliver delivers to the Company all or any portion of the Investor Warrants in satisfaction of the sale of the Investor's Stockholder Shares hereunder, the Put Price shall be reduced by the aggregate exercise price of such portion of the Warrants. (d) The "PUT PRICE", as of any date, of any Requesting Holder's Investor Shares to be repurchased hereunder shall be determined based on a value of the Company's common stock equal to THE GREATER OF (i) the product of 6.25, MULTIPLIED BY the Company's EBITDA for the trailing 12-month period (as defined in the Purchase Agreement) for its most recently completed fiscal year as reflected on the Company's audited consolidated income statement for such fiscal year, MINUS the Company's aggregate principal amount of, plus accrued and unpaid interest on, outstanding indebtedness as of such date MINUS the liquidation value of, plus accrued and unpaid dividends, if any, on, the then outstanding preferred stock of the Company, and (ii) the Market Value as of such date. The aggregate Put Price payable to each Requesting Holder shall be equal to the amount which such holder would receive with respect to the Investor Shares specified by such holder in such holder's Put Notice in the event of a Sale of the Company for an aggregate purchase price equal to the value attributable to the Company in accordance with the foregoing sentence. In calculating the Put Price, all accounting determinations shall be made in accordance with generally accepted accounting principles consistently applied. (e) The Investors' right to exercise the Put hereunder shall terminate upon the first to occur of (i) the 10th anniversary of the date of this Agreement and (ii) a Sale of the Company.

Put Arrangements. (a) At any time following the fifth anniversary of the date hereof each holder of Investor Shares shall have the right to require the Company to repurchase all or any portion of the such holder's Investor Shares at the Put Price (the "PUTPut") by delivering a written notice to the Company and each other --- holder of Investor Shares specifying the amount thereof to be purchased (the "PUT NOTICEPut Notice"). The right to exercise the Put shall inure to the benefit of all ---------- transferees of the Investor Shares (other than transferees in a Public Sale). (b) Upon the delivery of the Put Notice, the Company and the holder or holders of Investor Shares delivering the Put Notice (including those specified in the last sentence of this Section 7(b), the "REQUESTING HOLDERSRequesting Holders") ------------------ shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof, within twenty (20) days after the determination of the Put Price, the Company shall purchase and the Requesting Holders shall sell the amount of such Requesting Holder's Investor Shares specified in the Put Notice at a mutually agreeable time and place (the "PUT CLOSINGPut --- Closing"). Upon receipt of any Put Notice, any other holder of Investor Shares ------- may, by written notice delivered to the Company within five (5) business days after receiving such Put Notice specifying the number of Investor Shares that such holder elects to include in such Put, elect to participate in such Put, and upon delivery of such written notice each such other holder shall be deemed to be a Requesting Holder. (c) At the Put Closing, the Requesting Holders shall deliver to the Company certificates and other instruments (if any) representing the Investor Shares to be repurchased by the Company, and the Company shall deliver to the Requesting Holders the Put Price by cashier's or certified check payable to the Requesting Holders or by wire transfer of immediately available funds to an account designated by the Requesting Holders; provided that if, as the result of the payment in cash of the Put Price in accordance with this Section 7(c), there will exist an Event of Default (as defined in each of the Purchase Agreement and the Loan Agreement) and the Company shall have used its best efforts to obtain financing from an outside source for payment of the Put Price, then the Company may pay the Put Price by delivery (i) of cash (as provided above) up to the maximum portion of the Put Price, the payment of which will not result in the occurrence or existence of an Event of Default and (ii) a promissory note in a principal amount equal to that portion of the Put Price not being paid pursuant to the foregoing clause (i), payable in three successive annual installments, with the first installment due on the first anniversary of the delivery of the Put Notice, and otherwise containing terms substantially similar to the terms set forth in the Company's 12% Senior Subordinated Notes. If the Requesting Holder deliver to the Company all or any portion of the Investor Warrants in satisfaction of the sale of the Investor's Stockholder Shares hereunder, the Put Price shall be reduced by the aggregate exercise price of such portion of the Warrants. (d) The "PUT PRICE", as of any date, of any Requesting Holder's Investor Shares to be repurchased hereunder shall be determined based on a value of the Company's common stock equal to THE GREATER OF (i) the product of 6.25, MULTIPLIED BY the Company's EBITDA for the trailing 12-month period (as defined in the Purchase Agreement) for its most recently completed fiscal year as reflected on the Company's audited consolidated income statement for such fiscal year, MINUS the Company's aggregate principal amount of, plus accrued and unpaid interest on, outstanding indebtedness as of such date MINUS the liquidation value of, plus accrued and unpaid dividends, if any, on, the then outstanding preferred stock of the Company, and (ii) the Market Value as of such date. The aggregate Put Price payable to each Requesting Holder shall be equal to the amount which such holder would receive with respect to the Investor Shares specified by such holder in such holder's Put Notice in the event of a Sale of the Company for an aggregate purchase price equal to the value attributable to the Company in accordance with the foregoing sentence. In calculating the Put Price, all accounting determinations shall be made in accordance with generally accepted accounting principles consistently applied. (e) The Investors' right to exercise the Put hereunder shall terminate upon the first to occur of (i) the 10th anniversary of the date of this Agreement and (ii) a Sale of the Company.

Put Arrangements. (a) At Upon the occurrence of any Put Event and at any time following the fifth anniversary of the date hereof each holder of Investor Shares thereafter, any Registered Holder shall have the right to require the Company to repurchase all or any a portion of both this Warrant held by such Registered Holder (the value of which shall be determined with respect to the value of the shares of Warrant Stock issuable upon exercise of this Warrant, in accordance with this Section 6) and the shares of Warrant Stock held by such holder's Investor Shares Registered Holder at the Put Price (the foregoing being referred to herein as the "PUTPut") ), by delivering a written notice to the Company and each other holder of Investor Shares specifying the amount thereof portion of this Warrant and the number of shares of Warrant Stock to be purchased (the "PUT NOTICEPut Notice"). The right to exercise the Put shall inure to the benefit of all transferees of the Investor Shares (other than transferees in a Public Sale). (b) Upon the delivery of the Put Notice, the Company and the holder or holders of Investor Shares delivering the Put Notice (including those specified in the last sentence of this Section 7(b), the "REQUESTING HOLDERS") Holder shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof, within twenty . Within five (205) days after receipt of a Put Notice from any Registered Holder, the Company shall notify in writing all other Registered Holders that the Put has been exercised, and each other Registered Holder shall have the right, exercisable by written notice delivered to the Company within ten (10) days after receipt of such written notice from the Company, to request that all or a portion of this Warrant held by such other Registered Holder's and/or shares of Warrant Stock held by such other Registered Holders be included in the exercise of the Put together with the portion of this Warrant and shares of Warrant Stock of the Registered Holder(s) who delivered the Put Notice. The right to exercise the Put shall also inure to the benefit of all transferees of the Registered Holders. (b) Upon exercise of the Put, the Company will be obligated to purchase all or such portion of this Warrant and/or shares of Warrant Stock requested to be repurchased (collectively, the "Put Shares") at the Put Price in cash at a mutually agreeable time and place which will in no event be later than the ten (10) Business Days after the date as of which the Put Price has been determined (the "Put Closing"). Promptly upon determination of the Put Price, the Company shall purchase and will notify all Registered Holders of the Requesting Holders shall sell portion of this Warrant and/or shares of Warrant Stock thereof that are subject to the amount of such Requesting Holder's Investor Shares specified in Put, as well as the Put Notice at a mutually agreeable time and place of the Put Closing (the "PUT CLOSINGClosing Notice"). Upon receipt of any Each Registered Holder exercising its Put Notice, any other holder of Investor Shares may, by written notice delivered rights hereunder may deliver to the Company within five (5) business days after receiving all or any portion of this Warrant held by such Put Notice specifying Registered Holder in satisfaction of the number of Investor Shares that such holder elects to include in such Put, elect to participate in such Put, and upon delivery sale of such written notice each such other holder shall Registered Holder's shares of Warrant Stock hereunder, in which event the Put Price will be deemed to be a Requesting Holderreduced by the Exercise Price of the portion of this Warrant so delivered. (c) At the Put Closing, the Requesting Holders each exercising Registered Holder shall deliver to the Company certificates and other instruments (if any) representing the Investor Put Shares to be repurchased held by such Registered Holder or the Companyportion of this Warrant held by such Registered Holder, as applicable, and the Company shall deliver to the Requesting Holders such holder the Put Price by cashier's or certified check payable therefor in cash (subject to any adjustment pursuant to the Requesting Holders or last sentence of Section 6(b) hereof) payable with respect thereto by wire transfer to each such Registered Holder. The Company will, and will cause each of its Subsidiaries to, undertake diligent efforts during the thirty (30) day period immediately following the delivery date of the Put Notice to finance the payment of the Put Price for all of the Put Shares in accordance with this Section 6 hereof so that the Put Price for all of the Put Shares may be paid in full in cash at the Put Closing. Such diligent efforts ("Diligent Efforts") shall include, but not be limited to, pursuing private or public offerings of equity or debt securities, restructuring of the Company's or any Subsidiary's debt and other recapitalization. In the event that, notwithstanding such Diligent Efforts, the Company is unable for any reason to purchase all of the Put Shares at the Put Closing in cash, the Company shall at the Put Closing (i) pay in cash those funds which are legally available funds to redeem the maximum possible number of Put Shares ratably among the Registered Holders of such Put Shares based upon the respective portion of the Put Price then owed to each such Registered Holder and (ii) pay the portion of the Put Price which it is not able to pay in cash (the "Deferred Put Obligation") by issuing to the holders of Put Shares promissory notes in the form of Exhibit C attached hereto and made a part hereof (the "Put Notes"). The Put Notes shall accrue interest at an account designated annual rate equal to sixteen percent (16%) per annum. Interest on the Put Notes shall be payable quarterly in arrears based on a 360 day year and actual number of days elapsed in any year. The Deferred Put Obligation, together with all accrued and unpaid interest thereon, shall be payable in full on or before the second (2nd) anniversary of the Put Closing. During the thirty (30) day period prior to the first (1st) and second (2nd) anniversaries of the date of issuance of the Put Notes, the Company will, and will cause each of its Subsidiaries to, undertake Diligent Efforts to arrange debt and/or equity financing in order to retire the Put Notes for cash and will provide to the Registered Holders any information regarding the Company's efforts to obtain such financing as is reasonably requested by the Requesting Registered Holders; provided that if. Notwithstanding anything to the contrary contained herein, as the result Company shall not be permitted to defer payment of the payment Put Price for all of the Put Shares if the Put is exercised in cash connection with a Change of Control or Organic Change and, accordingly, the Company shall, at the closing of such Change of Control or Organic Change, pay the entire amount of the Put Price in accordance with this Section 7(c), there will exist an Event of Default (as defined in each of the Purchase Agreement and the Loan Agreement) and the Company shall have used its best efforts to obtain financing from an outside source for payment of the Put Price, then the Company may pay the Put Price by delivery (i) of cash (as provided above) up to the maximum portion of the Put Price, the payment of which will not result in the occurrence or existence of an Event of Default and (ii) a promissory note in a principal amount equal to that portion of the Put Price not being paid pursuant to the foregoing clause (i), payable in three successive annual installments, with the first installment due on the first anniversary of the delivery of the Put Notice, and otherwise containing terms substantially similar to the terms set forth in the Company's 12% Senior Subordinated Notes. If the Requesting Holder deliver to the Company all or any portion of the Investor Warrants in satisfaction of the sale of the Investor's Stockholder Shares hereunder, the Put Price shall be reduced by the aggregate exercise price of such portion of the Warrantscash. (d) The "PUT PRICE"If the Company fails to satisfy its obligations pursuant to the Put, as of each Registered Holder may pursue the Company in connection with any daterights and remedies such Registered Holder may have at law or in equity. Each Registered Holder may also, of at its election, at any Requesting Holder's Investor Shares to be repurchased hereunder shall be determined based on a value of time rescind the Company's common stock equal to THE GREATER OF Put and the Put Notice if (i) the product of 6.25Company fails to satisfy its obligations pursuant to the Put to pay the Put Price in cash, MULTIPLIED BY the Company's EBITDA for the trailing 12-month period (as defined in the Purchase Agreement) for its most recently completed fiscal year as reflected on the Company's audited consolidated income statement for such fiscal year, MINUS the Company's aggregate principal amount of, plus accrued and unpaid interest on, outstanding indebtedness as of such date MINUS the liquidation value of, plus accrued and unpaid dividends, if any, on, the then outstanding preferred stock of the Company, and (ii) the Market Value as Company fails for any reason to consummate a Change of such date. The aggregate Control, or (iii) the Registered Holder determines that the Put Price payable to each Requesting Holder shall be equal to is unacceptable. In the amount which such holder would receive with respect to event the Investor Shares specified by such holder in such holder's Put and the Put Notice in the event are rescinded pursuant to clause (i) or (ii) of a Sale of this Section 6(d), the Company for an aggregate purchase price equal to shall pay the value attributable to the Company expenses of any appraiser used in accordance with the foregoing sentence. In calculating determining the Put Price, all accounting determinations shall be made in accordance with generally accepted accounting principles consistently applied. (e) The Investors' right to exercise . In the event the Put hereunder shall terminate upon and the first Put Notice are rescinded pursuant to occur of clause (iiii) the 10th anniversary of the date of this Agreement and Section 6(d), the rescinding Registered Holders (iiseverally based on the number of shares of Warrant Stock held or deemed to be held by such Registered Holders) a Sale shall pay the expenses of any appraiser used in determining the CompanyPut Price.