Common use of Restructure Opportunity Clause in Contracts

Restructure Opportunity. After the satisfaction of the conditions precedent set forth in Section 4 above, including the payment of not less than $1,900,000 to McKesson, Accentia shall have the opportunity tip to and including March 31, 2005 to provide McKesson with written notice of its desire in its discretion to take advantage of the “Restructure Opportunity” designed by Accentia to enable Accentia to consolidate its obligations owing to McKesson and to obtain certain benefits identified by Accentia. The Restructure Opportunity allows Accentia to (I) liquidate all payment obligations owing to McKesson (other than with respect to trade debt under a supply agreement or otherwise), (II) terminate the Biologics Distribution Agreement and related refundable deposit, and (III) repurchase Accentia’s equity, consisting of 4,289,000 shares of Series E Preferred stock (or equivalent conversion value in common shares if converted) by paying the sum of $14,200,000.00 as follows: (i) cash at closing of the Restructure Opportunity in the amount $4,200,000.00 plus all accrued and unpaid interest from the date of this Amendment through the date of the “Restructure Closing” defined below (the “Cash Payment”), and (ii) a promissory note (the “Restructure Note”) in the original principal amount of $10,000,000, the terms of which are more particularly described below, in each case in lieu of the payment terms otherwise set forth in the Assumption Agreement (as modified by this Amendment) and in the Biologics Distribution Agreement. The means of utilizing the Restructure Opportunity shall be as expressly stated in this Section 9.