Put Procedures. (i) The Put Right is exercisable by the holder(s) of the Consultant Stock delivering written notice (the "Put Notice") to the Company, the Bain ---------- Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders during the period beginning on the date that Consultant is terminated by the Company (the "Termination Date") ----------------- and ending on the date 65 days after the Termination Date. The Put Notice will set forth the number of shares of each class of Consultant Stock held by all of the holder(s) of Consultant Stock. (ii) The Bain Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders may each elect to purchase their pro rata share (determined based upon the number of shares of Class A Common and Class B Common held by each) of any or all of the shares of Consultant Stock which the Company is otherwise required to purchase pursuant to the Put Option by delivering written notice (the "Initial Put ----------- Purchase Notice") to the holder or holders of each class of Consultant Stock, --------------- the Company and the other party, within 30 days after receiving the Put Notice. To the extent that the Bain Stockholders or the Bear ▇▇▇▇▇▇▇ Stockholders do not elect to purchase their full allotment of Consultant Stock, the other party shall be entitled to purchase all or any portion of the remaining Consultant Stock by providing notice (the "Supplemental Put Purchase Notice") to -------------------------------- each of the parties receiving the Initial Put Purchase Notice within the later of (i) 10 business days after receipt of the Initial Put Purchase Notice or (ii) the expiration of the 30 day period during which the Bain Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders were entitled to deliver Initial Put Purchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Consultant Stock is not being purchased by the Bain Stockholders or the Bear ▇▇▇▇▇▇▇ Stockholders, the Company must repurchase the remaining Consultant Stock as set forth in Section 4(d) below. Each Initial Put Purchase Notice and Supplemental Purchase Notice shall set forth the number of shares of each class of Consultant Stock to be acquired from such holder(s) and an estimate of the aggregate consideration to be paid for such holder's shares of each such class of Consultant Stock.
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Put Procedures. (i) The Put Right is exercisable by the holder(s) of the Consultant Executive Stock delivering written notice (the "Put Notice") to the Company, the Bain ▇▇▇▇ ---------- Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders during the period beginning on the date that Consultant Executive is terminated by the Company (the "Termination Date") ----------------- ---------------- and ending on the date 65 days after the Termination Date. The Put Notice will set forth the number of shares of each class of Consultant Executive Stock held by all of the holder(s) of Consultant Executive Stock.
(ii) The Bain ▇▇▇▇ Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders may each elect to purchase their pro rata share (determined based upon the number of shares of Class A Common and Class B Common held by each) of any or all of the shares of Consultant Executive Stock which the Company is otherwise required to purchase pursuant to the Put Option by delivering written notice (the "Initial Put ----------- Purchase Notice") to the holder or holders of each class of Consultant Executive Stock, the --------------- the Company and the other party, within 30 days after receiving the Put Notice. To the extent that the Bain ▇▇▇▇ Stockholders or the Bear ▇▇▇▇▇▇▇ Stockholders do not elect to purchase their full allotment of Consultant Executive Stock, the other party shall be entitled to purchase all or any portion of the remaining Consultant Executive Stock by providing notice (the "Supplemental Put Purchase Notice") to -------------------------------- each of the parties -------------------------------- receiving the Initial Put Purchase Notice within the later of (i) 10 business days after receipt of the Initial Put Purchase Notice or (ii) the expiration of the 30 day period during which the Bain ▇▇▇▇ Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders were entitled to deliver Initial Put Purchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Consultant Executive Stock is not being purchased by the Bain ▇▇▇▇ Stockholders or the Bear ▇▇▇▇▇▇▇ Stockholders, the Company must repurchase the remaining Consultant Executive Stock as set forth in Section 4(d) below. Each Initial Put Purchase Notice and Supplemental Purchase Notice shall set forth the number of shares of each class of Consultant Executive Stock to be acquired from such holder(s) and an estimate of the aggregate consideration to be paid for such holder's shares of each such class of Consultant Executive Stock.
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Sources: Executive Stock and Option Agreement (Microclock Inc)