Common use of Call Rights Clause in Contracts

Call Rights. (a) Each Management Stockholder agrees that the Company and the Sponsor Group, collectively, will each have a call right (the “Call Right”) on the Shares (including without limitation, any Shares issued following a Termination pursuant to the exercise of Options or otherwise) (the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as set forth in this Section 5. Upon a Call Event, the Company may exercise the Call Right with respect to all or any portion of the Callable Equity by one or more written notices (each, a “Call Right Notice”) delivered to the Management Stockholder at any time during the period commencing on the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the first anniversary of the later of (x) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and (y) for each Share acquired upon the exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise the Call Right within thirty (30) days after the expiration of the aforesaid one-year period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, with respect to any Shares (including any Shares issued upon the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months.

Call Rights. (a) Each member of a Management Stockholder Group agrees that the Company and the Sponsor Group, collectively, will each have a call right (the “Call Right”) on the Shares (including without limitation, any Shares issued following a Termination pursuant to the exercise of Options or otherwise) and vested Options held by his, her or its Management Stockholder Group after either a Termination or a Restrictive Covenant Violation with respect to the applicable Management Stockholder (the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as set forth in this Section 5. Upon either a Termination or a Restrictive Covenant Violation with respect to a Management Stockholder (any such event, a “Call Event”), the Company may exercise the Call Right with respect to all or any portion of the Callable Equity of such Management Stockholder’s Management Stockholder Group by one or more written notices (each, a “Call Right Notice”) delivered to the Management Stockholder at any time during the period commencing on the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the first anniversary of date which is three hundred and sixty-five (365) days after the later of (x) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and (y) for each Share acquired upon the exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call RightRight with respect to a particular Call Event, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise the such Call Right within thirty (30) days after the expiration of the aforesaid onethree hundred and sixty-year five (365)-day period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, with respect to any Shares (including any Shares issued upon the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months.

Call Rights. (a) Each Management Stockholder agrees that Commencing 30 days after the Company and third anniversary of the Sponsor GroupClosing , collectivelyfor a period of 60 days from such date (the "Exercise Period"), will each Buyer shall have a call right (the “"Call Right”") enabling Buyer to require Seller (or its successor or representative, as the case may be) to sell all, but not less than all, of Seller's Membership Interests at a purchase price equal to the Call Purchase Price. The Call Right shall be exercisable by Buyer during the Exercise Period by written notice to Seller. (b) If Buyer does not exercise its Call Right, on the Shares fifth anniversary of the Closing and no later than 90 days thereafter Buyer shall be required to make a call to purchase (including without limitationthe "Required Call") Seller's Membership Interests, any Shares issued following and Seller shall be required to sell to Buyer all, but not less than all, of Seller's Membership Interests at a Termination pursuant purchase price equal to the Call Purchase Price. The Required Call shall be exercised by Buyer by written notice to Seller on or before 90 days after the fifth anniversary of the Closing . (c) Notwithstanding the foregoing, Seller shall have a right (the "Deferral Right") enabling Seller (or its successor or representative, as the case may be) to require Buyer to defer the purchase of the Membership Interests of Seller for two years if the Call Right is exercised on the third anniversary of the Closing and for one year if the Required Call occurs, as the case may be. The Deferral Right shall be exercisable by Seller (or its successor or representative, as the case may be) by written notice to Buyer within 10 days after the notice of the exercise of Options or otherwise) (the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as set forth in this Section 5. Upon a Call Event, the Company may exercise the Call Right or the Required Call is made by Buyer. (d) "Total Equity Value" shall be determined by the following formula with respect to all or any portion the Company: TEV = [(EBIT1 + EBIT2) / 2 x Multiplier] + cash balances - indebtedness other than trade debt where TEV = Total Equity Value EBIT1 = EBIT for the full fiscal year of the Callable Equity by one or more written notices (each, a “Call Right Notice”) delivered to the Management Stockholder at any time during the period commencing on Company immediately preceding the date of Termination or calculation of Total Equity Value EBIT2 = EBIT for the date on which the Board acquires actual knowledge second full fiscal year of the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the first anniversary of the later of (x) Company preceding the date of Termination or the date on which the Board acquires actual knowledge calculation of the occurrence of the Restrictive Covenant Violation, as applicable, and (y) for each Share acquired upon the exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Total Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise the Call Right within thirty (30) days after the expiration of the aforesaid one-year period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, with respect to any Shares (including any Shares issued upon the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months.Value

Call Rights. (a) Each Management Stockholder agrees that Upon the Company terms and subject to the Sponsor Groupconditions of this Agreement, collectively, will each WWI (or such affiliate of WWI as shall be designated by WWI) shall have a call the right and option (the “"Call Right”) on the Shares (including without limitationOption"), any Shares issued following a Termination pursuant to the exercise of Options or otherwise) exercisable by written notice (the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “"Call Event”) as set forth in this Section 5. Upon a Call Event, the Company may exercise the Call Right with respect to all or any portion of the Callable Equity by one or more written notices (each, a “Call Right Notice”") delivered to the Management Stockholder Heinz by registered mail or by overnight courier at any time during (i) after the period commencing on the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the first anniversary of the later earlier to occur of (xA) May 15, 2002 and (B) the date of Termination or Artal could have delivered (without giving effect to the date on which the Board acquires actual knowledge provisions of the occurrence Letter Agreement) a Sale Notice (as defined in the Stockholders' Agreement) to Heinz pursuant to Section 2.3 of the Restrictive Covenant ViolationStockholders' Agreement, as applicable, and (y) for each Share acquired upon the exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise the Call Right within thirty (30) days after the expiration of the aforesaid one-year period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder provided that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall such date be earlier than August 15, 2001 and (ii) on or before August 15, 2002 (the Company or the Sponsor Group "Call Exercise Period") stating that WWI (or such affiliate of WWI) intends to exercise its right pursuant to this Section 1.2, to purchase from Heinz and to cause Heinz to sell to WWI (or such affiliate of WWI) any Affiliate or all of the Sponsor GroupSubject Shares not previously purchased pursuant to Section 1.1 hereof (the "Call Shares") for an aggregate purchase price equal to the Call Price (as hereinafter defined). The Call Notice shall also specify the Call Date (as hereinafter defined). The Call Notice shall be entitled deemed to have been delivered (A) five business days after being mailed by registered mail (return receipt requested and postage prepaid) to the recipient or (B) one business day after being sent by overnight courier (receipt confirmation requested). If WWI fails to deliver any a Call Right Notice or Sponsor Group during the Call Right NoticeExercise Period, as applicable, with respect to any Shares (including any Shares issued upon WWI shall have forfeited the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) monthsCall Option.

Call Rights. At any time or from time to time after the earlier of (ai) Each Management Stockholder agrees that March 31, 2008 and (ii) the date an Initial Officer is terminated for Cause, Death or Disability or resigns his employment with the Company and the Sponsor Group(a "Termination Call"), collectively, will each AMIC shall have a call Call Right (as defined below). In the event of a Termination Call, AMIC shall have the right to purchase all (but not less than all) of the “applicable Initial Officer Pro Rata Interest of each of the Minority Members' Membership Interest for the Call Right”Interest Price (as defined below) for the thirty day period beginning on the Shares date of termination of such Initial Officer's employment and ending thirty days thereafter. After March 31, 2008, AMIC shall have the right to purchase all (including without limitation, any Shares issued following a Termination pursuant to the exercise of Options or otherwisebut not less than all) (the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as set forth in this Section 5. Upon a Call Event, the Company may exercise the Call Right with respect to all or any portion of the Callable Equity Membership Interests owned by one or more written notices the Minority Members (each, a “"Call Right Notice”) delivered to the Management Stockholder at any time during the period commencing on the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the first anniversary of the later of (x) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and (yRight") for each Share acquired upon the Call Interest Price. AMIC may exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, by delivering an irrevocable notice to the Company will be obligated Minority Members indicating that AMIC wishes to purchase the Membership Interest specified in such notice (a "Call Notice"). The date upon which AMIC shall so advise the Minority Members is herein called the "Call Notice Date". The purchase and sale of the Management Stockholder Group will be obligated Membership Interest pursuant to sell all (or any lesser portion indicated in the a Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may shall be assigned to consummated on a date selected by the Sponsor Group) may exercise the Call Right within thirty (30) days after the expiration of the aforesaid one-year period AMIC by giving one or more the Minority Members at least 20 days' prior written notices (eachnotice thereof, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the which date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall be earlier than the Company or date 5 days, nor later than the Sponsor Group (or any Affiliate date 30 days, after the Call Notice Date. AMIC shall purchase from the Minority Members, and the Minority Members shall sell to AMIC, their Membership Interest, at the Call Interest Price as of the Sponsor Group) be entitled Call Notice Date. On the closing date, the Minority Members shall deliver to AMIC such assignment and transfer documents as are reasonably requested by AMIC to Transfer and convey the Membership Interest specified in the Call Notice. AMIC shall deliver any at the closing payment in full of the Call Right Notice or Sponsor Group Call Right NoticeInterest Price, as applicabledescribed below, provided that if a Termination Put is triggered within 90 days after the end of a Fiscal Year, AMIC may defer payment until the earlier of (i) 2 business days after the Company's financial statements for the Fiscal Year are completed or (ii) the 2nd business day after that 90th day. If AMIC is exercising a Termination Call, the Call Interest Price shall be the EBIT Price for the Fiscal Year immediately prior to the termination of such Initial Officer's employment plus Profit Sharing attributable to such Initial Officer. Otherwise, the Call Interest Price shall be the EBIT Price for Fiscal Year 2007 plus Profit Sharing attributable to such Initial Officer. Payment of the purchase price for the Membership Interest so purchased by AMIC shall be made by wire transfer in immediately available funds provided, however, that the portion of the Call Interest Price attributable to Profit Sharing shall not be due until 30 days after the receipt by AMIC of the cash distribution pursuant to Section 6.1 attributable to such Profit Sharing and provided, further, that at the option of AMIC, AMIC may pay the Call Interest Price by delivering to the Minority Members a promissory note or notes providing for 24 monthly payments with respect interest at the greater of (i) the prime rate then in effect and (ii) 4 percent per annum, compounded annually. Such note or notes shall be secured with a pledge of the Membership Interest purchased therewith. Upon the purchase of the Minority Members' Percentage Interest by AMIC pursuant to any Shares (including any Shares issued upon this Section 8.7, the exercise Board of an Option or similar Directors shall cause Exhibit A to be amended to reflect such purchase right and the increase in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) monthsAMIC's Percentage Interest.