Common use of Equity for Debt Exchange Clause in Contracts

Equity for Debt Exchange. (a) Subject to Section 4.6(c), Xxxx Foods shall be entitled to engage in one or more Equity for Debt Exchanges. If Xxxx Foods decides to engage in an Equity for Debt Exchange, Xxxx Foods shall (i) incur indebtedness from one or more third-party lenders, (ii) use the net proceeds thereof to repay amounts then outstanding to one or more third-party creditors of Xxxx Foods, and (iii) discharge the indebtedness described in the foregoing clause (i) in exchange for some or all of the shares of WhiteWave Class A Common Stock then held by Xxxx Foods. (b) Subject to Section 4.6, to the extent reasonably requested by Xxxx Foods, WhiteWave shall, and shall cause each other WhiteWave Group Member to, use commercially reasonable efforts to assist Xxxx Foods in connection with any Equity for Debt Exchange, including using commercially reasonable efforts to assist Xxxx Foods in making all filings with, and obtaining all Consents of, any Governmental Authority reasonably requested by Xxxx Foods in order to consummate any Equity for Debt Exchange, including to the extent reasonably requested by Xxxx Foods (i) making officers and employees of WhiteWave reasonably available to participate in meetings, presentations and sessions with third-party lenders and to answer questions from, and provide information to, such lenders concerning the WhiteWave Business (provided that no WhiteWave Group Member shall have any obligation pursuant to this clause (i) to provide any material, non-public information to any such lender unless in the good faith judgment of Xxxx Foods the provision of such information is necessary or advisable to facilitate the Equity for Debt Exchange and such lender agrees, in a manner reasonably acceptable to WhiteWave, to keep such information confidential and to comply with all federal and state securities laws with respect to such information) and (ii) executing and delivering any agreement entered into between Xxxx Foods and one or more third-party lenders for the exchange by such lender(s) of indebtedness for shares of WhiteWave Common Stock, in a form reasonably acceptable to WhiteWave and Xxxx Foods. (c) To the extent an Equity for Debt Exchange is structured as a private exchange for which a registration statement is not required to be filed under the Securities Act, WhiteWave agrees that it will enter into a registration rights agreement with such lenders at the time of such Equity for Debt Exchange on terms and conditions reasonably satisfactory to WhiteWave.