Common use of Transfer of Additional Shares Clause in Contracts

Transfer of Additional Shares. (a) On the earlier of (x) May 3, 2010, and (y) the Final Exit Date (such earlier date, the “Additional Shares Exercise Date”), the Unilever Stockholder shall purchase from Holdco (in accordance with Section 7.9(h)), and Holdco shall sell to the Unilever Stockholder (in accordance with Section 7.9(h)), that number of Class A Shares (the “Additional Shares”) equal to the lesser of (i) 1.5% percent of the total number of Class A Shares and Class B Shares issued and outstanding as of such date (such number of Additional Shares to be rounded downwards to the nearest whole number) and (ii) the largest whole number of Class A Shares, the aggregate Value of which does not exceed $40,000,000, in either case at a purchase price of $0.01 per Additional Share. (b) The closing of the purchase of the Additional Shares by the Unilever Stockholder pursuant to Section 7.9(a) shall take place at a mutually agreed upon place on the Additional Shares Exercise Date, or (if required) such later date on which the Share Price per Additional Share as of the Additional Shares Exercise Date shall have been agreed to by the Unilever Stockholder and Holdco or otherwise determined in accordance with Sections 8.9, 8.10 and 8.11 (such later date, the “Additional Shares Closing Date”). At closing, Holdco shall represent and warrant to Unilever as to the matters set forth in Section 8.7(b) (with the “Unilever Stockholder,” “Unilever Group Members” and “Subject Securities” being, for the purposes of such representations and warranties, Holdco, the Holdco Group Members and the Additional Shares, respectively). At closing, Holdco shall deliver to the Unilever Stockholder (in accordance with Section 7.9(h)) a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Additional Shares against payment therefor by the Unilever Stockholder. (c) The Unilever Stockholder shall require Holdco to purchase (in accordance with Section 7.9(h)) from the Unilever Stockholder all, but not less than all, of the Additional Shares on the Additional Shares Exercise Date or, if applicable, the Additional Shares Closing Date. The aggregate purchase price (the “Additional Shares Purchase Price”) of the Additional Shares purchased by Holdco (in accordance with Section 7.9(h)) shall be equal to the aggregate Value of the Additional Shares. (d) The closing of the purchase of the Additional Shares by Holdco (in accordance with Section 7.9(h)) pursuant to Section 7.3(c), shall take place at a mutually agreed upon place and on the Additional Shares Exercise Date or, if applicable, the Additional Shares Closing Date. At closing, Holdco shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Sections 8.7(b)(iii),(iv) and (v). At closing, the Unilever Stockholder shall deliver to Holdco (in accordance with Section 7.9(h)) a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing all of the Additional Shares against payment of the Additional Shares Purchase Price and any additional payment required pursuant to Sections 7.9(e) and (f) by Holdco in immediately available funds. (e) If the Additional Shares Purchase Price is less than $20,000,000, Holdco (in accordance with Section 7.9(h)) shall make a cash payment to the Unilever Stockholder equal to the difference between $20,000,000 and the Additional Shares Purchase Price (an “Additional Floor Payment”). (f) If the number of Additional Shares was determined by rounding down to the nearest whole number pursuant to Section 7.9(a)(i), Holdco (in accordance with Section 7.9(h)) shall make a cash payment to the Unilever Stockholder equal to the difference between (i) the aggregate Value of the Additional Shares if no such rounding had occurred and (ii) the aggregate Value of the Additional Shares (an “Additional Rounding Payment” and, together with an Additional Floor Payment, the “Additional Payments”). (g) For the avoidance of doubt, save as set forth in Section 7.9(h), the obligations to transfer Additional Shares pursuant to Section 7.9(a) and to repurchase Additional Shares pursuant to Section 7.9(c) are obligations solely of Holdco. Save as set forth in Section 7.9(h), no Company Group Member shall be required to make any payments or have any obligations with respect to the Additional Shares. (h) The transfer of the Additional Shares and payment of any Additional Payments pursuant to this Section 7.9 shall be structured as a transfer and payment through the Company to the Unilever Stockholder, with a simultaneous capital contribution by Holdco (the “Primary Structure”), provided that (i) the Primary Structure shall be economically neutral to the Company, shall not create any liability or obligation of the Company not backed by an equal liability or obligation of Holdco to the Company and shall not conflict with, or result in a violation or breach or event of default under, the Financing Agreements, and (ii) the Primary Structure shall be structured, if possible, to be economically neutral to Holdco, but in no event shall the Primary Structure be effected if it would (x) create any liability or obligation of Holdco in excess of 133% of the sum of (1) the aggregate Value of the Additional Shares and (2) any Additional Payments required by this Section 7.9, and (y) deliver to the Unilever Stockholder net after-tax proceeds of less than the sum of (1) the aggregate Value of the Additional Shares and (2) any Additional Payments required by this Section 7.9 (collectively, the “Alternative Structure Conditions”). If the Primary Structure cannot be effected in accordance with the Alternative Structure Conditions, the Unilever Stockholder, Holdco and the Company shall discuss, in good faith, alternative structures to effect the transfer of the Additional Shares pursuant to this Section so as to optimize tax efficiencies (the “Secondary Structures”), provided that any Secondary Structures must satisfy the Alternative Structure Conditions. If the Primary Structure does not satisfy, and the Unilever Stockholder, Holdco and the Company cannot agree on a Secondary Structure that satisfies, the Alternative Structure Conditions, Holdco shall effect the transfer of the Additional Shares in accordance with Sections 7.9 (a) to (g) and the payment of any Additional Payments in accordance with Sections 7(e) and (f) directly to the Unilever Stockholder and not through the Company, and Holdco shall also reimburse the Unilever Stockholder for the Unilever Stockholder’s tax costs associated with such transfer of the Additional Shares and payment of any Additional Payments in an amount not to exceed 33% of the sum of (1) the aggregate Value of the Additional Shares and (2) any Additional Payments required by this Section 7.9.

Transfer of Additional Shares. (a) On the earlier of (x) May 3, 2010, and (y) the Final Exit Date (such earlier date, the “Additional Shares Exercise Date”), the Unilever Stockholder shall purchase from Holdco (in accordance with Section 7.9(h)), and Holdco shall sell to the Unilever Stockholder (in accordance with Section 7.9(h)), that number of Class A Shares (the “Additional Shares”) equal to the lesser of (i) 1.5% percent of the total number of Class A Shares and Class B Shares issued and outstanding as of such date (such number of Additional Shares to be rounded downwards to the nearest whole number) and (ii) the largest whole number of Class A Shares, the aggregate Value of which does not exceed $40,000,000, in either case at a purchase price of $0.01 per Additional Share. (b) The closing of the purchase of the Additional Shares by the Unilever Stockholder pursuant to Section 7.9(a) shall take place at a mutually agreed upon place on the Additional Shares Exercise Date, or (if required) such later date on which the Share Price per Additional Share as of the Additional Shares Exercise Date shall have been agreed to by the Unilever Stockholder and Holdco or otherwise determined in accordance with Sections 8.9, 8.10 and 8.11 (such later date, the “Additional Shares Closing Date”). At closing, Holdco shall represent and warrant to Unilever as to the matters set forth in Section 8.7(b) (with the “Unilever Stockholder,” “Unilever Group Members” and “Subject Securities” being, for the purposes of such representations and warranties, Holdco, the Holdco Group Members and the Additional Shares, respectively). At closing, Holdco shall deliver to the Unilever Stockholder (in accordance with Section 7.9(h)) a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Additional Shares against payment therefor by the Unilever Stockholder. (c) The Unilever Stockholder shall require Holdco to purchase (in accordance with Section 7.9(h)) from the Unilever Stockholder all, but not less than all, of the Additional Shares on the Additional Shares Exercise Date or, if applicable, the Additional Shares Closing Date. The aggregate purchase price (the “Additional Shares Purchase Price”) of the Additional Shares purchased by Holdco (in accordance with Section 7.9(h)) shall be equal to the aggregate Value of the Additional Shares. (d) The closing of the purchase of the Additional Shares by Holdco (in accordance with Section 7.9(h)) pursuant to Section 7.3(c), shall take place at a mutually agreed upon place and on the Additional Shares Exercise Date or, if applicable, the Additional Shares Closing Date. At closing, Holdco shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Sections 8.7(b)(iii),(iv8.7(b)(iii), (iv) and (v). At closing, the Unilever Stockholder shall deliver to Holdco (in accordance with Section 7.9(h)) a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing all of the Additional Shares against payment of the Additional Shares Purchase Price and any additional payment required pursuant to Sections 7.9(e) and (f) by Holdco in immediately available funds. (e) If the Additional Shares Purchase Price is less than $20,000,000, Holdco (in accordance with Section 7.9(h)) shall make a cash payment to the Unilever Stockholder equal to the difference between $20,000,000 and the Additional Shares Purchase Price (an “Additional Floor Payment”). (f) If the number of Additional Shares was determined by rounding down to the nearest whole number pursuant to Section 7.9(a)(i), Holdco (in accordance with Section 7.9(h)) shall make a cash payment to the Unilever Stockholder equal to the difference between (i) the aggregate Value of the Additional Shares if no such rounding had occurred and (ii) the aggregate Value of the Additional Shares (an “Additional Rounding Payment” and, together with an Additional Floor Payment, the “Additional Payments”). (g) For the avoidance of doubt, save as set forth in Section 7.9(h), the obligations to transfer Additional Shares pursuant to Section 7.9(a) and to repurchase Additional Shares pursuant to Section 7.9(c) are obligations solely of Holdco. Save as set forth in Section 7.9(h), no Company Group Member shall be required to make any payments or have any obligations with respect to the Additional Shares. (h) The transfer of the Additional Shares and payment of any Additional Payments pursuant to this Section 7.9 shall be structured as a transfer and payment through the Company to the Unilever Stockholder, with a simultaneous capital contribution by Holdco (the “Primary Structure”), provided that (i) the Primary Structure shall be economically neutral to the Company, shall not create any liability or obligation of the Company not backed by an equal liability or obligation of Holdco to the Company and shall not conflict with, or result in a violation or breach or event of default under, the Financing Agreements, and (ii) the Primary Structure shall be structured, if possible, to be economically neutral to Holdco, but in no event shall the Primary Structure be effected if it would (x) create any liability or obligation of Holdco in excess of 133% of the sum of (1) the aggregate Value of the Additional Shares and (2) any Additional Payments required by this Section 7.9, and (y) deliver to the Unilever Stockholder net after-tax proceeds of less than the sum of (1) the aggregate Value of the Additional Shares and (2) any Additional Payments required by this Section 7.9 (collectively, the “Alternative Structure Conditions”). If the Primary Structure cannot be effected in accordance with the Alternative Structure Conditions, the Unilever Stockholder, Holdco and the Company shall discuss, in good faith, alternative structures to effect the transfer of the Additional Shares pursuant to this Section so as to optimize tax efficiencies (the “Secondary Structures”), provided that any Secondary Structures must satisfy the Alternative Structure Conditions. If the Primary Structure does not satisfy, and the Unilever Stockholder, Holdco and the Company cannot agree on a Secondary Structure that satisfies, the Alternative Structure Conditions, Holdco shall effect the transfer of the Additional Shares in accordance with Sections 7.9 (a) to (g) and the payment of any Additional Payments in accordance with Sections 7(e) and (f) directly to the Unilever Stockholder and not through the Company, and Holdco shall also reimburse the Unilever Stockholder for the Unilever Stockholder’s tax costs associated with such transfer of the Additional Shares and payment of any Additional Payments in an amount not to exceed 33% of the sum of (1) the aggregate Value of the Additional Shares and (2) any Additional Payments required by this Section 7.9.