Other Dispositions and Related Matters. (a) Subject to Xxxx Foods’ rights not to complete a Distribution and to terminate this Agreement as set forth in Section 9.15 below and subject to Section 4.6(c) below, Xxxx Foods shall (i) dispose of all of its shares of WhiteWave Common Stock through the Distribution and/or one or more Equity for Debt Exchanges and/or other dispositions, in each case in accordance with the Ruling, any Supplemental Ruling, the Ruling Documents, any Supplemental Ruling Documents, the Tax Opinion, any Supplemental Tax Opinion and with applicable securities Laws, (ii) consult in advance with WhiteWave regarding the terms, structure and legal documents relating to the Distribution or any Equity for Debt Exchange or other disposition, in order for WhiteWave to be reasonably satisfied that such terms, structure and legal documentation are consistent with the Ruling, any Supplemental Ruling, the Ruling Documents, any Supplemental Ruling Documents, the Tax Opinion, any Supplemental Tax Opinion and with applicable securities Laws, and (iii) obtain WhiteWave’s prior consent to any documentation relating to the Distribution or any Equity for Debt Exchange or other disposition to which WhiteWave is a party or pursuant to which WhiteWave has any potential Liability (other than any de minimis Liability), which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Dean Foods Co), Separation and Distribution Agreement (WHITEWAVE FOODS Co), Services Agreement (WHITEWAVE FOODS Co)
