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 Section 8.4, the (i) The closing of the purchase and sale of Put Securities or Partially Put Securities the ARC Stock that may be put to Parent pursuant to Section 1(a) (the “Put Closing”) shall take place at the offices of Parent such other location as may be mutually agreed upon by the Company Parent and Soaring Wings on a the date as specified by Soaring Wings in the Company Put Notice; provided, however, the Put Closing shall specify by notice not occur at any time prior to the Unilever Stockholder, which date shall be as promptly as practicable following the delivery 5th anniversary 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, Effective Date. (ii) the date on which the Fair Market Value of Parent will pay Soaring Wings 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 at 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 fundsfunds to a bank account designated by Soaring Wings in the Put Notice. If for any reason Parent fails to pay the Put Payment at the Put Closing (or Soaring Wings is prevented from sending a Put Notice or receiving the Put Payment pursuant to the Subordination Agreement (“Lender Blockage”)), and (y) interest will accrue on a daily basis on the unpaid Put Payment (with such Put Payment being calculated as of the 5th anniversary of the Effective Date, in the case of a Lender Blockage) beginning on the day of the Put Closing Date after (or, in the Eighth Year where case of a Lender Blockage, the conditions set forth in Sections 8.4(a)(ii5th anniversary of the Effective Date) shall not have at the lesser of: (1) 18% per annum or (2) the maximum rate of interest permitted by applicable law, until such time as the Put Payment plus all accrued interest thereon has been satisfied paid to Soaring Wings (an as applicable, “Eighth Year Put Closing DateDefault Interest”). Notwithstanding anything to the contrary, such Default Interest shall be payable in addition to the Unilever Stockholder shall Put Payment as consideration for the ARC Stock that is the subject of the Put Notice. (iii) At such time as Soaring Wings receives the Put Payment plus all additional amounts due to Soaring Wings under this Agreement, Soaring Wings will assign and deliver to Parent 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 ARC Stock that was put to the Unilever Stockholder, including any accrued interest and adjustments Parent pursuant to Section 8.2(b1(a), by delivery free and clear of the Exit Note; provided, however, that the Unilever Stockholder may electany lien or encumbrance, by written notice given no later than five Business days prior to the Eighth Year Put Closing Date, to retain such Unilever Shares executing and delivering a stock transfer power or other instrument of transfer in lieu of the Exit Notea customary form.

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 The closing of the purchase transactions contemplated by this Section 10.1 shall be held at a location designated by Buyer by Notice to Seller (or, at either Member’s election, pursuant to escrow arrangement acceptable to each Member in the exercise of Put Securities or Partially Put Securities (the “Put Closing”) their reasonable judgment). Such closing shall take place at the offices occur on a Business Day selected by Buyer not less than 45 days and not more than 75 days after Buyer’s receipt of the Company on a date as Put Notice. At 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 closing: (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 Buyer shall have been agreed pay 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 Seller 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 fundsfederal funds to an account designated in writing by Seller; (ii) Seller shall deliver to Buyer (or its designee) an assignment of all of Seller’s Company Interest, which such assignment shall be free and clear of all legal and equitable claims (other than the legal and equitable claims, if any, of Buyer pursuant to this Agreement) and all liens and encumbrances (other than liens and encumbrances under this Agreement and Financing Documents that shall remain in full force and effect following such closing); (iii) Buyer shall deliver to Seller an assumption of Seller’s obligations under this Agreement arising from and after the date of such assignment; (iv) Seller and Buyer shall execute an agreement acceptable to Seller and Buyer in the exercise of their reasonable judgment whereby (A) each of Seller and Buyer shall represent and warrant to the other that each is duly organized, validly existing, has the necessary power and authority to consummate the subject transactions and requires no consents which have not been obtained, and (yB) Seller shall represent to Buyer that Seller is the owner of its Company Interest free and clear of all liens and encumbrances (other than liens and encumbrances under this Agreement and Financing Documents that shall remain in full force and effect following the closing) and that the Transfer is being made free and clear of all legal and equitable claims (other than the legal and equitable claims of Buyer pursuant to this Agreement); (v) the Company shall do an interim closing of the books of the Company as of the closing date, and all items of the Company’s income and expense shall be apportioned in calculating Cash Flow (for the avoidance of doubt, the calculation of Cash Flow shall not include any expense treated as a liability in calculating the Put Price) as of 11:59 p.m. local time in Hawaii of the day preceding the closing date, and any Cash Flow that would have been allocable to the Seller had it been distributed on a Put Closing Date the closing date shall be paid to Seller within 30 days after the Eighth Year where books have been closed; and (vi) the conditions set forth in Sections 8.4(a)(iiMembers shall execute all amendments to fictitious name, limited liability company or similar certificates necessary to effect and evidence the withdrawal of Seller from the Company. (vii) Buyer shall obtain a release of Seller from all liability, direct or contingent, by all holders of all Company debts, obligations or claims for which the Seller may be personally liable (including any guarantees of non-recourse carve-outs). The obligations of Buyer and Seller under this Section 10.1(d) shall not have been satisfied (an “Eighth Year Put Closing Date”)apply in the same manner to Buyer and Seller and their Affiliates, if applicable, with respect to their interests in 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 NoteSister Company.

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.

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.