Common use of Put Rights Clause in Contracts

Put Rights. (a) At any time on or after the fifth anniversary of the initial issuance of the Series B Convertible Preferred Units and prior to the Initial Public Offering, the Suiza Member shall have the right, but not the obligation, to offer to sell to the Xxxx Members all (but not less than all) the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units held by the Suiza Member and/or the stock of Franklin owned by Continental Can Company, Inc. or its Affiliates (or any successive equity interests in successors of Franklin) at Fair Market Value, which shall be determined in accordance with the procedures set forth in Section 11.7(c). If after 30 days after the determination of the Fair Market Value, the Xxxx Members decline to purchase such Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units, the Suiza Member shall have the right, but not the obligation, to offer to sell to the Company all (but not less than all) its Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or Franklin Stock at Fair Market Value. In the event of such an offer by written notice to the Company, the Company may, in its sole discretion, but shall not be obligated to, (i) notify in writing the Suiza Member within 30 days of its receipt of such written offer of its intention to purchase the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock and purchase all such Units and/or Preferred Units or stock for cash within 30 days after its notice of its intent to purchase the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock or (ii) notify the Suiza Member, by written notice within 30 days after receipt of such written offer, that the Company intends to use its reasonable best efforts to (A) cause a sale of business of the Company as expeditiously as practicable or (B) consummate an Initial Public Offering as expeditiously as practicable. Sections 7.2 and 7.3 shall not apply to any action taken by the Company pursuant to or in connection with the preceding sentence. If the Company is unable or unwilling to sell the business or consummate an Initial Public Offering within 180 days following the expiration of the 30 day period referred to in this subsection, however, the Suiza Member shall have the right to sell its Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock without further restriction or impediment, except that (x) any transferee shall agree to become a party to, and be bound to the same extent as the Suiza Member by the terms of, this Agreement pursuant to the provisions of Section 11.10, and (y) the Xxxx Members shall have the right to tag along with any such sale on effectively the same terms as set forth for the Suiza Member in Section 11.5(e), (f), (g) and (h).

Put Rights. (a) At any time on or after Subject to Section 7(c) hereof, the fifth anniversary Company hereby irrevocably grants to each holder of the initial issuance of the Series B Convertible Preferred Units and prior to the Initial Public OfferingStock (each, the Suiza Member shall have the right, but not the obligation, to offer to sell to the Xxxx Members all (but not less than alla "Series B Holder") the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units held by the Suiza Member and/or the stock of Franklin owned by Continental Can Companyright and option, Inc. or its Affiliates (or any successive equity interests in successors of Franklin) at Fair Market Valuebeginning on March 23, which shall be determined in accordance with the procedures set forth in Section 11.7(c). If after 30 days after the determination of the Fair Market Value2004, the Xxxx Members decline to purchase such Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units, the Suiza Member shall have the right, but not the obligation, to offer to sell to the Company (hereinafter referred to as the "Put") all or any portion of the shares of Series B Preferred Stock then held by such Series B Holder (but not less than allthe "Put Shares"), at a purchase price per Put Share equal to the greater of (a) its Units and/or $4.00 (subject to appropriate adjustment for subdivisions and combinations of the Series A B Preferred Units and/or Series B Convertible Preferred Units or Franklin Stock at Stock) plus any accrued but unpaid dividends on the Put Shares and (b) the Fair Market Value (as defined below) per Put Share (the "Purchase Price"). For the purposes of this Section 7, the "Fair Market Value" per Put Share on any date shall be deemed to be the average of the daily closing prices per share of Common Stock for the ten (10) consecutive trading days commencing fifteen (15) trading days before such date. In If on any such date the event shares of Common Stock are not listed or admitted for trading on any national securities exchange or quoted by NASDAQ or a similar service, the Fair Market Value shall be the fair market value of such shares on such date, as determined by an offer by written notice independent investment banking firm or other appraiser (the "Appraiser") reasonably acceptable to such Series B Holder(s) and Management. If such parties cannot agree on the Companyselection of the Appraiser, the Company may, in its sole discretion, but fair market value per Put Shares shall not be obligated to, determined as follows: (i) notify in writing the Suiza Member within 30 days Each of its receipt of such written offer of its intention to purchase the Units and/or the Series A Preferred Units and/or B Holder(s) exercising the Put, on the one hand, and the management of the Company ("Management"), on the other hand, shall select one Appraiser (each, an "Appraiser") reasonably acceptable to such Series B Convertible Preferred Units or stock Holder(s) and purchase all such Units and/or Preferred Units or stock for cash within 30 days after its notice of its intent Management to purchase determine the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock or fair market value per Put Share; (ii) notify the Suiza Member, two Appraisers selected by written notice within 30 days after receipt of Management and such written offer, that the Company intends to use its reasonable best efforts to (A) cause a sale of business of the Company as expeditiously as practicable or (B) consummate an Initial Public Offering as expeditiously as practicable. Sections 7.2 and 7.3 shall not apply to any action taken by the Company pursuant to or in connection with the preceding sentence. If the Company is unable or unwilling to sell the business or consummate an Initial Public Offering within 180 days following the expiration of the 30 day period referred to in this subsection, however, the Suiza Member shall have the right to sell its Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock without further restriction or impediment, except that Holder(s) shall then mutually agree on and select a third Appraiser; (xiii) any transferee shall agree to become a party to, and be bound to the same extent as the Suiza Member by the terms of, this Agreement pursuant to the provisions of Section 11.10, and (y) the Xxxx Members shall have the right to tag along with any such sale on effectively the same terms as set forth for the Suiza Member in Section 11.5(e), (f), (g) and (h).each

Put Rights. (a) At any time on or after the fifth fourth anniversary of the initial issuance of the Series B Convertible Preferred Units Closing Date and prior to the Initial Public Offering, the Suiza Member shall have the right, but not the obligation, to offer to sell to the Xxxx Members Reid Xxxbers all (but not less than all) the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units held by the Suiza Member and/or the stock of Franklin owned by Continental Can Company, Inc. or its Affiliates (or any successive equity interests in successors of Franklin) at Fair Market Value, which shall be determined in accordance with the procedures set forth in Section 11.7(c). If after 30 days after the determination of the Fair Market Value, the Xxxx Members Reid Xxxbers decline to purchase such Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units, the Suiza Member shall have the right, but not the obligation, to offer to sell to the Company all (but not less than all) its Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or Franklin Stock at Fair Market Value. In the event of such an offer by written notice to the Company, the Company may, in its sole discretion, but shall not be obligated to, either (i) notify in writing the Suiza Member within 30 days of its receipt of such written offer of its intention to purchase the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock and purchase all such Units and/or Preferred Units or stock for cash within 30 days after its notice of its intent to purchase the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock or (ii) notify the Suiza Member, by written notice within 30 days after receipt of such written offer, that the Company intends to will use its reasonable best efforts to either (A) cause a sale of business of the Company as expeditiously as practicable or (B) consummate an Initial Public Offering as expeditiously as practicable. Sections 7.2 and 7.3 shall not apply to any action taken by the Company pursuant to or in connection with the preceding sentence. If the Company is unable or unwilling to sell the business or consummate an Initial Public Offering within 180 days following the expiration of the 30 day period referred to in this subsection, however, the Suiza Member shall have the right to sell its Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock without further restriction or impediment, except that (x) any transferee shall agree to become a party to, and be bound to the same extent as the Suiza Member by the terms of, this Agreement pursuant to the provisions of Section 11.10, and (y) the Xxxx Members Reid Xxxbers shall have the right to tag along with any such sale on effectively the same terms as set forth for the Suiza Member in Section 11.5(e), (f), ) and (g) and the Suiza Member shall have the right to drag along the Reid Xxxbers on effectively the same terms as set forth for the Reid Xxxbers in Section 11.6, provided the Suiza Member agrees to purchase the Reid Xxxbers' RPH stock in addition to Units if the Reid Xxxbers so request in writing; provided, further, however that at such time, if the Suiza Member so requests in writing, RPH in a writing reasonably satisfactory in form and substance to the Suiza Member represents and warrants to the Suiza Member that RPH has no assets other than its Units and Preferred Units and has no liabilities or obligations of any nature (hwhether known or unknown and whether absolute, accrued, contingent or otherwise), and provides customary indemnification (with no "basket" or "cap" and payable solely in cash without any offsets) to the Suiza Member for any breach thereof. Such representation, warranty and indemnity shall survive until the expiration of the applicable statute of limitations.

Put Rights. (a) At any time on or after the fifth anniversary of the initial issuance of the Series B Convertible Preferred Units and prior to the Initial Public Offering, the Suiza Member shall have the right, but not the obligation, to offer to sell to the Xxxx Rxxx Members all (but not less than all) the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units held by the Suiza Member and/or the stock of Franklin owned by Continental Can Company, Inc. or its Affiliates (or any successive equity interests in successors of Franklin) at Fair Market Value, which shall be determined in accordance with the procedures set forth in Section 11.7(c). If after 30 days after the determination of the Fair Market Value, the Xxxx Rxxx Members decline to purchase such Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units, the Suiza Member shall have the right, but not the obligation, to offer to sell to the Company all (but not less than all) its Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or Franklin Stock at Fair Market Value. In the event of such an offer by written notice to the Company, the Company may, in its sole discretion, but shall not be obligated to, (i) notify in writing the Suiza Member within 30 days of its receipt of such written offer of its intention to purchase the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock and purchase all such Units and/or Preferred Units or stock for cash within 30 days after its notice of its intent to purchase the Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock or (ii) notify the Suiza Member, by written notice within 30 days after receipt of such written offer, that the Company intends to use its reasonable best efforts to (A) cause a sale of business of the Company as expeditiously as practicable or (B) consummate an Initial Public Offering as expeditiously as practicable. Sections 7.2 and 7.3 shall not apply to any action taken by the Company pursuant to or in connection with the preceding sentence. If the Company is unable or unwilling to sell the business or consummate an Initial Public Offering within 180 days following the expiration of the 30 day period referred to in this subsection, however, the Suiza Member shall have the right to sell its Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or stock without further restriction or impediment, except that (x) any transferee shall agree to become a party to, and be bound to the same extent as the Suiza Member by the terms of, this Agreement pursuant to the provisions of Section 11.10, and (y) the Xxxx Rxxx Members shall have the right to tag along with any such sale on effectively the same terms as set forth for the Suiza Member in Section 11.5(e), (f), (g) and (h).