Supercuts 2008 Annual Report Download - page 139

2.6 Outside BF Interests.
(a) Prior to Closing Seller Parties shall use their respective reasonable best efforts to (i) cause each Person (other than CC1) who owns any
Capital Stock of BeautyFirst to enter into a stock purchase agreement with CC1 in form reasonably acceptable to Seller and Buyer (each a " BF
Purchase Agreement
") with respect to all such Capital Stock owned by such Person, and (ii) cause each Person who holds any Options with
respect to BeautyFirst to enter into an option cancellation agreement in form reasonably acceptable to Seller and Buyer (each an " Option
Cancellation Agreement ") with respect to all such Options held by such Person.
(b) At Closing Seller Parties shall take all actions reasonably necessary to consummate the stock purchases under any BF Purchase
Agreements entered into prior to Closing and the option cancellations under any Option Cancellation Agreements entered into prior to Closing,
in each case in exchange for the payments by CC1 or BeautyFirst, as applicable, to each such Person required under such agreements; provided ,
that Seller may direct Buyer to (and Buyer shall, if so directed by the Seller, subject to Section 2.6(c) below) pay such amounts directly to such
Persons pursuant to such agreements on behalf of CC1 and BeautyFirst, respectively. The parties agree that (i) Seller has separately and
previously agreed to fund such payments to CC1 and BeautyFirst at or before Closing to facilitate such purchases and cancellations, and (ii) for
convenience, Seller, CC1 and BeautyFirst have asked Buyer to make such payments.
(c) If any portion of the payments payable pursuant to Section 2.6(b) is required to be deducted or withheld therefrom under the Code or
under any applicable provision of federal, state, local or foreign Tax law, then the Seller Parties shall so instruct Buyer to reduce the payments to
such applicable Persons accordingly and to pay over to CC1 or BeautyFirst, as applicable, such amounts being withheld or deducted promptly
after Closing (which amounts shall still be deemed payments paid by Buyer hereunder).
ARTICLE III
CONDITIONS TO CLOSING
3.1 Conditions to Buyer's Obligations . The obligation of Buyer to consummate the transactions contemplated by this Agreement is
subject to the satisfaction of the following conditions on or prior to the Closing Date:
(a) (i) Subject to clause (ii), below, the representations and warranties in Articles V , V.1 and V.2 hereof that are subject to materiality
qualifications shall be true and correct in all respects at and as of the Closing and the representations and warranties contained in Articles V , V.1
and V.2 hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Closing, in each
case as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and
warranties (without taking into account any disclosures made to Buyer pursuant to Section 4.7 below), and Seller and the Seller Parties shall
have performed in all material respects all of the covenants and agreements required to be performed by them hereunder prior to the Closing;
(ii) If a representation and warranty in either Section 5.3(b) or Section 5.14 is not true or correct in all material respects, it shall
nevertheless, for the purposes of this condition, be deemed to be true and correct unless the inaccuracy in such representation and
warranty could reasonably be expected to have a Material Adverse Effect.
(b) The Seller Parties shall have received or obtained all third party consents and approvals that are necessary for the consummation of the
transactions contemplated hereby (which shall be deemed not to include consents under any leases or contracts (other than (i) a contractual
obligation that would prohibit the sale of the Shares or completion of the transactions contemplated hereby, and (ii) any
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