Common use of Put Closing Clause in Contracts

Put Closing. Subject to Section 8.4, the closing of the purchase of Put Securities or Partially Put Securities (the “Put Closing”) shall take place at the offices of the Company on a date as the Company shall specify by notice to the Unilever Stockholder, which date shall be as promptly as practicable following the delivery of the applicable Put Notice and in any event not later than (a) 90 calendar days after the later to occur of (i) the date such Put Notice or the Partial Put Notice (as the case may be) is received by the Company, (ii) the date on which the Fair Market Value of the Put Shares 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 any Governmental Authority necessary for the purchase of the Put Securities shall have been obtained, or (iv) the date on which the Contingent Payment shall have been determined pursuant to Section 3 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Put Closing Date”). On the Put 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 Put Closing, (x) on a Put Closing Date prior to the Eighth Year and, subject to clause (y) below, on a Put Closing Date after the Eighth Year, (i) the Unilever Stockholder shall deliver to the Company, (A) with respect to Put Shares, a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Put Shares then to be purchased by the Company, and (B) with respect to Put 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 (ii) payment of the Put Price for such Put Securities or Partially Put Securities to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available funds, and (y) on a Put Closing Date after the Eighth Year where the conditions set forth in Sections 8.4(a)(ii) shall not have been satisfied (an “Eighth Year Put Closing Date”), the Unilever Stockholder shall deliver to the Company a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing all the Unilever Shares, in exchange for payment of the Share Price for such Unilever Shares to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by delivery of the Exit Note; provided, however, that the Unilever Stockholder may elect, by written notice given no later than five Business days prior to the Eighth Year Put Closing Date, to retain such Unilever Shares in lieu of the Exit Note.

Put Closing. Subject to conditions set forth in Section 8.43(a), the closing (the "Put --- Closing") of the Company's purchase of Put Securities or Partially Put Securities (Warrants and Warrant Shares from the “Put Closing”------- Purchasers pursuant to Section 3(a) shall take place at on such date (the offices of the Company on a date "Put --- Closing Date") as the Company shall specify by notice to the Unilever Stockholder, which date shall be as promptly as practicable following determined by the delivery of the applicable Put Notice and Company, but in any event not ------------ earlier than 10 days and not later than (a) 90 calendar days after the later to occur of (i) the date such Put Notice or the Partial Put Notice (as the case may be) is received by the Company, (iix) the date on which the Fair Market Value final determination of the Put Fair Value Per Share of the Warrants and Warrant Shares shall have been agreed to by the Unilever Stockholder being repurchased is made and the Company or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iiiy) the date on which any consents all of the conditions set forth in Section 3(a) have been satisfied. The Put Closing shall take place at the Company's principal executive office or approvals place of any Governmental Authority necessary for business or the purchase office in New York City of the Company's attorneys. The Company shall send written notice of the Put Securities shall have been obtained, or Closing (iv) the date on which the Contingent Payment shall have been determined pursuant to Section 3 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “"Put Closing Date”)Notice") to the Purchasers. On ------------------ The Put Closing Notice shall specify the Put Closing Date, Date and the Company shall be entitled to receive location of the representations and warranties from the Unilever Stockholder described in Section 8.7(b)Put Closing. At the Put Closing, (x) on a Put Closing Date prior the Company shall pay to the Eighth Year andeach Purchaser, subject to clause (y) below, on a Put Closing Date after the Eighth Year, (i) the Unilever Stockholder shall deliver to against the Company, (A) with respect to Put Shares, a 's receipt from such Purchaser of the certificate or certificates (properly representing the Warrants and Warrant Shares being repurchased from such Purchaser duly endorsed or accompanied by duly executed stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Put Shares then to be purchased by the Company, and (B) with respect to Put 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 (ii) payment of the Put Price for such Put Securities or Partially Put Securities transfer said Warrants and Warrant Shares to the Unilever StockholderCompany free and clear of all liens, including any accrued interest pledges, encumbrances and adjustments pursuant other adverse claims, an amount equal to Section 8.2(b)the aggregate purchase price for all such Warrants and Warrant Shares, by wire transfer of immediately available funds, and (y) on a Put Closing Date after the Eighth Year where the conditions set forth in Sections 8.4(a)(ii) or if such Purchaser shall not have been satisfied (an “Eighth Year Put Closing Date”), the Unilever Stockholder shall deliver specified wire transfer instructions to the Company a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing all the Unilever Shares, in exchange for payment of the Share Price for such Unilever Shares to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by delivery of the Exit Note; provided, however, that the Unilever Stockholder may elect, by written notice given no later than five Business days prior to the Eighth Year Put Closing Date, by certified or official bank check made payable to retain the order of such Unilever Shares in lieu of the Exit NotePurchaser.

Put Closing. Subject to Section 8.4At any Put Closing, the closing of the purchase of Put Securities or Partially Put Securities (the “Put Closing”) Holder shall take place at the offices of deliver to the Company on a date as certificates representing the Underlying Warrant Equity held by the Holder and the Company shall specify by notice deliver to the Unilever Stockholder, which date shall be as promptly as practicable following Holder the delivery of the applicable Put Notice and in any event not later than (a) 90 calendar days after the later to occur product of (i) the date such Put Notice or the Partial Put Notice (as the case may be) is received Price multiplied by the Company, (ii) the date on which the Fair Market Value number of units of the Put Shares shall have been agreed to Holder’s Underlying Warrant Equity by the Unilever Stockholder and the Company cashier’s or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents certified check or approvals of any Governmental Authority necessary for the purchase of the Put Securities shall have been obtained, or (iv) the date on which the Contingent Payment shall have been determined pursuant to Section 3 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Put Closing Date”). On the Put 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 Put Closing, (x) on a Put Closing Date prior to the Eighth Year and, subject to clause (y) below, on a Put Closing Date after the Eighth Year, (i) the Unilever Stockholder shall deliver to the Company, (A) with respect to Put Shares, a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Put Shares then to be purchased by the Company, and (B) with respect to Put 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 (ii) payment of the Put Price for such Put Securities or Partially Put Securities to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available funds, and funds payable to such holder. The Company will undertake Diligent Efforts (yas defined below) on a during the 120-day period immediately following the delivery date of the Put Closing Date after Notice to finance the Eighth Year where the conditions set forth in Sections 8.4(a)(ii) shall not have been satisfied (an “Eighth Year Put Closing Date”), the Unilever Stockholder shall deliver to the Company a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing all the Unilever Shares, in exchange for payment of the Share aggregate Put Price in accordance with this Section so that the aggregate Put Price for all of the Holder’s Underlying Warrant Equity may be paid in full in cash, but only to the extent such financing can be obtained on commercially reasonable terms. Such diligent efforts (“Diligent Efforts”) shall include, but shall not be limited to, pursuing private or public offerings of equity or debt securities, restructuring of any Borrower’s debt and other recapitalizations. In the event that, notwithstanding such Diligent Efforts, the Company is unable to purchase all of the Holder’s Underlying Warrant Equity at the Put Closing in cash within such 120-day period, the Company will at the Put Closing pay the maximum portion of the aggregate Put Price for all of the Holder’s Underlying Warrant Equity which it is legally able to pay in cash and pay the remaining portion of the aggregate Put Price for such Unilever Shares other Underlying Warrant Equity which it is not able to pay in cash by issuing to the Unilever Stockholder, including any accrued Holder a promissory note (the “Put Notes”) accruing interest at an annual rate equal to 13% per annum (payable monthly) and adjustments pursuant to Section 8.2(b), by delivery of the Exit Notepayable on demand; provided, however, that such Put Notes shall be subordinate in right of payment to all indebtedness of the Unilever Stockholder may electCompany to its secured lenders, by written notice given no later than five Business days prior on substantially the same terms and conditions as set forth in the Subordination Agreement with respect to the Eighth Year Unsecured Subordinated Note. After the Put Closing DateClosing, the Company will continuously undertake Diligent Efforts to retain arrange debt and/or equity financing in order to retire Put Notes for cash and will provide to the Holder of such Unilever Shares in lieu Put Notes any information regarding the Company’s efforts to obtain such financing as is reasonably requested by the Holder of the Exit NotePut Notes.

Put Closing. Subject to Section 8.4, the closing of the purchase of Put Securities or Partially Put Securities (the “Put Closing”) shall take place at the offices of the Company on a date as the Company shall specify by notice to the Unilever Stockholder, which date shall be as promptly as practicable following Upon the delivery of the applicable Put Notice, the Company and ----------- the Participating Investors shall in good faith promptly determine the Put Price as provided hereunder and, subject to the provisions hereof, within ten days after the determination of the Put Price the Company shall purchase and the Participating Investors shall sell the number of Stockholder Shares specified in the Put Notice and in any event not later than (a) 90 calendar days after the later to occur of (i) the date such Put Notice or the Partial Put Notice (as applicable) each Participation Notice at a mutually agreeable time and place (the case may be) is received by the Company, (ii) the date on which the Fair Market Value of the "Put Shares 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 any Governmental Authority necessary for the purchase of the Put Securities shall have been obtained, or (iv) the date on which the Contingent Payment shall have been determined pursuant to Section 3 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Put Closing Date”). On the Put Closing Date, the Company shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Section 8.7(bClosing"). At the Put Closing, (x) on a Put Closing Date prior to the Eighth Year and, subject to clause (y) below, on a Put Closing Date after the Eighth Year, (i) the Unilever Stockholder each ----------- Participating Investor shall deliver to the CompanyCompany certificates representing such Investor's shares of Senior Preferred Stock, (A) with respect to Put SharesJunior Preferred Stock, a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Put Shares then to be purchased by the Company, and (B) with respect to Put Notes, the original of the Note and instruments of transfer complying with the Note Indenture evidencing the amount of the Note Common Stock and/or Warrants 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, in exchange for (ii) payment of and the Company shall deliver to each such Investor an amount equal to the Put Price for such Put Securities or Partially Put Securities to the Unilever Stockholder, including any accrued interest and adjustments as determined pursuant to Section 8.2(b), paragraph 6(c) below by wire transfer of immediately available funds, funds to an account designated by each such Investor; provided that if and (y) on a Put Closing Date after to the Eighth Year where extent any such -------- ---- purchase for cash is prohibited by the conditions set forth provisions of the Business Corporation Law of Massachusetts or would result in Sections 8.4(a)(ii) shall not have been satisfied (an “Eighth Year Put Closing Date”)event of default under any of the Company's material financing agreements or if such purchase is prohibited by any lending institution under such financing agreements in accordance with the terms thereof, the Unilever Stockholder amount of the Put Price which is not able to be paid in cash shall deliver be paid for by the issuance of subordinated promissory notes in form and substance satisfactory to such Investors with the principal amount payable in three equal annual installments beginning on the first anniversary of issuance, bearing interest (payable quarterly) at a floating rate per annum equal to the interest rate per annum announced from time to time in the Wall Street Journal ------------------- as the current prime rate plus 400 basis points; provided further that such -------- ------- Investors shall be entitled to rescind any portion of the exercised Put if any portion of the aggregate Put Price would be payable by a note (subject to subsequent exercise of the Put at any time following such rescission). If an Investor delivers to the Company a certificate all or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation any portion of authority to transfer) evidencing all the Unilever Shares, its Warrants in exchange for payment satisfaction of the Share sale of such Investor's Stockholder Shares hereunder, the Put Price for payable to such Unilever Shares to Investor shall be reduced by the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by delivery aggregate exercise price of such portion of the Exit Note; provided, however, that the Unilever Stockholder may elect, by written notice given no later than five Business days prior to the Eighth Year Put Closing Date, to retain such Unilever Shares in lieu of the Exit NoteWarrants.

Put Closing. Subject to Section 8.4, the The closing of the purchase of Put Securities or Partially Put Securities (the “Put Closing”) of the purchase and sale of the Put Interests pursuant to this Section 3.4 shall take occur at such time and place as the Apex Shareholders and the members of the Sumitomo Control Group that are Sumitomo Interestholders agree or, if such time and place have not otherwise been agreed by them, at the offices of Service Company at 10:00 a.m., local time, on the Company on a date as the Company shall specify by notice to the Unilever Stockholder, which date shall be as promptly as practicable following the delivery of the applicable Put Notice and in any event not later than (a) 90 calendar that is 180 days after the later to occur of (i) the date such Put Notice or the Partial Put Notice (as the case may be) is received by the Company, (ii) the date on which the Fair Market Value of the Put Shares shall have been agreed delivered to by the Unilever Stockholder Apex Shareholders (subject to delays reasonably beyond the control of the members of the Sumitomo Control Group that are Sumitomo Interestholders and the Company or otherwise determined pursuant Apex Shareholders in obtaining necessary approvals and consents of Governmental Authorities and any other Person). The Parties shall cooperate in good faith with respect to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents or approvals of any Governmental Authority all actions necessary for the purchase of to effect the Put Securities shall have been obtainedClosing, or (iv) including the date on which execution of all reasonably requested documentation and the Contingent Payment shall have been determined pursuant to Section 3 making, delivery, and obtaining of Exhibit 9, if applicable, or (b) the last day all necessary approvals and consents of the Refinancing Period (such date, the “Put Closing Date”). On the Put Closing Date, the Company shall be entitled to receive the representations Governmental Authorities and warranties from the Unilever Stockholder described in Section 8.7(b)any other Person. At the Put Closing, (x) on a Put Closing Date prior the Apex Shareholders shall pay to the Eighth Year and, subject to clause (y) below, on a Put Closing Date after the Eighth Year, (i) the Unilever Stockholder shall deliver to the Company, (A) with respect to Put Shares, a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Put Shares then to be purchased by the Company, and (B) with respect to Put Notes, the original members 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 (ii) payment of Sumitomo Control Group that are Sumitomo Interestholders the Put Price for such Put Securities or Partially Put Securities to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available fundsDollar funds to such account or accounts designated by the members of the Sumitomo Control Group that are Sumitomo Interestholders prior to the Put Closing against the Sale to the Apex Shareholders of all the right, title, and interest of the members of the Sumitomo Control Group that are Sumitomo Interestholders or their Affiliates, as applicable, in and to the Put Interests, free and clear of all Liens and Restrictions (as defined in the Purchase and Sale Agreement), other than (i) Liens imposed by applicable Law or created by this Agreement or the documentation executed and delivered in connection with the Put Closing, (ii) Liens arising pursuant to the Governing Documents of MSC and New Metals, and (yiii) on a Put Closing Date after the Eighth Year where the conditions set forth in Sections 8.4(a)(ii) shall not have been satisfied (an “Eighth Year Put Closing Date”), the Unilever Stockholder shall deliver to the Company a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing all the Unilever Shares, in exchange for payment of the Share Price for such Unilever Shares to the Unilever Stockholder, including any accrued interest and adjustments Liens arising pursuant to Section 8.2(b), any secured financing consummated by delivery MSC or any of the Exit Note; provided, however, that the Unilever Stockholder may elect, by written notice given no later than five Business days prior to the Eighth Year Put Closing Date, to retain such Unilever Shares in lieu of the Exit Noteits Subsidiaries.

Put Closing. Subject to Section 8.4, the closing of the purchase of Put Securities or Partially Put Securities (the “Put Closing”) shall take place at the offices of the Company on a date as the Company shall specify by notice to the Unilever Stockholder, which date shall be as promptly as practicable following the delivery of the applicable Put Notice and in any event not later than (a) 90 calendar days after the later to occur of (i) the date such Put Notice or the Partial Put Notice (as the case may be) is received by the Company, (ii) the date on which the Fair Market Value of the Put Shares 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 any Governmental Authority necessary for the purchase of the Put Securities shall have been obtained, or (iv) the date on which the Contingent Payment shall have been determined pursuant to Section 3 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Put Closing Date”). On the Put 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 Put Closing, (x) on a Put Closing Date prior to the Eighth Year and, subject to clause (y) below, on a Put Closing Date after the Eighth Year, (i) the Unilever Stockholder shall deliver to the Company, (A) with respect to Put Shares, a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Put Shares then to be purchased by the Company, and (B) with respect to Put 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 (ii) payment of the Put Price for such Put Securities or Partially Put Securities to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available funds, and (y) on a Put Closing Date after the Eighth Year where the conditions set forth in Sections 8.4(a)(ii) shall not have been satisfied (an “Eighth Year Put Closing Date”), the Unilever Stockholder shall deliver to the Company a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing all the Unilever Shares, in exchange for payment of the Share Price for such Unilever Shares to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by delivery of the Exit Note; provided, however, that the Unilever Stockholder Table of Contents may elect, by written notice given no later than five Business days prior to the Eighth Year Put Closing Date, to retain such Unilever Shares in lieu of the Exit Note.