OR THE PAYMENT OF THE EXCESS BY CCC, AS THE CASE MAY
BE, WILL BE MADE ON OR PRIOR TO THE DATE THAT IS TWO BUSINESS DAYS AFTER SUCH
NOTICE IS RECEIVED BY THE PURCHASER.
(D)
IF THE REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE
COMMISSION ON OR PRIOR TO THE DATE THAT IS 90 DAYS AFTER THE PUT CLOSING, AND IF
FOR ANY REASON CCC IS NOT ABLE TO SELL ALL OF THE ISSUER SECURITIES DELIVERED TO
IT AT THE PUT CLOSING ON OR PRIOR TO THE DATE THAT IS 15 DAYS AFTER THE LATER OF
(I) THE DATE OF THE PUT CLOSING AND (II) THE DATE THE REGISTRATION STATEMENT IS
DECLARED EFFECTIVE BY THE COMMISSION, AND, IF CCC SO ELECTS BY WRITTEN NOTICE
GIVEN TO THE PURCHASER WITHIN TWO BUSINESS DAYS AFTER THE END OF SUCH 15-DAY
PERIOD, THEN ON THE DATE THAT IS TWO BUSINESS DAYS AFTER THE DELIVERY OF SUCH
NOTICE TO THE PURCHASER THE PURCHASER MUST, OR MUST CAUSE THE ISSUER TO,
REPURCHASE THE UNSOLD ISSUER SECURITIES FOR A PURCHASE PRICE EQUAL TO (A)(1) THE
PUT PRICE, IF SHARE SETTLEMENT WAS ELECTED, OR THE PARTIAL EQUITY AMOUNT, IF
COMBINED SETTLEMENT WAS ELECTED, PLUS THE INTEREST ACCRUED THEREON AT A RATE PER
ANNUM EQUAL TO THE REGISTRATION DEFAULT INTEREST RATE FROM AND INCLUDING THE
DATE OF THE PUT CLOSING TO, BUT EXCLUDING, THE DATE ON WHICH THE PURCHASER OR
THE ISSUER, AS THE CASE MAY BE, PAYS CCC PURSUANT TO THIS SECTION 3.10(D),
DIVIDED BY (2) THE NUMBER OF ISSUER SECURITIES THAT WERE NOT SOLD DURING SUCH
15-DAY PERIOD, MULTIPLIED BY (B) THE NUMBER OF ISSUER SECURITIES CCC IS SELLING
TO THE PURCHASER OR THE ISSUER, AS THE CASE MAY BE, PURSUANT TO THIS
SECTION 3.10(D).
THE AMOUNTS PAYABLE DETERMINED IN ACCORDANCE WITH THE
PRECEDING SENTENCE MUST BE PAID BY THE PURCHASER TO CCC ON THE DATE THAT IS TWO
BUSINESS DAYS AFTER THE DELIVERY OF THE WRITTEN NOTICE GIVEN BY CCC TO THE
PURCHASER IN ACCORDANCE WITH THE FIRST SENTENCE OF THIS SECTION 3.10(D) BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE DOLLARS TO AN ACCOUNT DESIGNATED IN WRITING BY
CCC TO THE PURCHASER AT LEAST TWO BUSINESS DAYS PRIOR TO SUCH DATE, AGAINST
DELIVERY BY CCC TO THE PURCHASER OF THE APPLICABLE ISSUER SECURITIES, FREE AND
CLEAR OF ALL LIENS AND RESTRICTIONS OTHER THAN ANY LIENS OR RESTRICTIONS TO
WHICH THE ISSUER SECURITIES WERE SUBJECT IMMEDIATELY BEFORE THEY WERE DELIVERED
TO CCC BY THE PURCHASER.
(E)
THE PROVISIONS OF THIS SECTION 3.10 WILL BE EFFECTIVE ONLY IF THE
PURCHASER ELECTS SHARE SETTLEMENT OR COMBINED SETTLEMENT AND SUCH ELECTION HAS
NOT BEEN WITHDRAWN IN ACCORDANCE WITH SECTION 3.5(E) AND SUCH PROVISIONS WILL BE
CCC'S EXCLUSIVE REMEDY IN SUCH EVENT.
Section 3.11
Appraisal Procedure.
If an Appraised Amount is to be
determined pursuant to the Appraisal Procedure in this Section 3.11, it will be
done as follows:
(A)
EACH OF CCC AND THE PURCHASER WILL, WITHIN 10 BUSINESS DAYS AFTER
THE APPLICABLE APPRAISAL TRIGGER DATE, APPOINT A