Common use of Other Dispositions and Related Matters Clause in Contracts

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. (b) Within three (3) years after the Distribution Date, Xxxx Foods shall dispose of, or cause the disposition of, all of the shares of WhiteWave Common Stock owned by any member of the Xxxx Foods Group in a manner consistent with Section 4.6(c). (c) Xxxx Foods may not sell, transfer or otherwise dispose of, or cause the disposition of, any shares of WhiteWave Common Stock except (i) in a Permitted Transfer, (ii) with WhiteWave’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), or (iii) at or after the date that the Xxxx Foods Group, in the aggregate, owns no more than 7.5% of the then-outstanding number of shares of WhiteWave Common Stock.

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. (b) Within three (3) years after the Distribution Date, Xxxx Foods shall dispose of, or cause the disposition of, all of the shares of WhiteWave Common Stock owned by any member of the Xxxx Foods Group in a manner consistent with Section paragraph 4.6(c). (c) Xxxx Foods may not sell, transfer or otherwise dispose of, or cause the disposition of, any shares of WhiteWave Common Stock except (i) in a Permitted Transfer, (ii) with WhiteWave’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), or (iii) at or after the date that the Xxxx Foods Group, in the aggregate, owns no more than 7.5% of the then-outstanding number of shares of WhiteWave Common Stock.