Common use of Provisions Regarding Transfers of Securities Clause in Contracts

Provisions Regarding Transfers of Securities. The following provisions shall apply with respect to the Transfer (as hereinafter defined) of any Securities owned by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar Entity: (a) Each Management Stockholder, BRS Entity, Canterbury Entity and Protostar Entity is prohibited from Transferring any of his or its Securities except in the following circumstances: (i) to Permitted Transferees (as hereinafter defined), (ii) beginning on the day after the expiration of the Lock-Up Period (as defined in Section 2.7 hereof), to third parties in private sales exempt from or not subject to the registration requirements of the Securities Act, and (iii) pursuant to an effective registration statement under the Securities Act; provided, however, that, in the case of any such Transfer, except in the case of a sale pursuant to an effective registration statement, each such transferee shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were a party hereto, including, without limitation, the representations, warrants and covenants contained in Section 2.6 hereof; and provided, further, that no Transfer shall be effected except in compliance with the registration requirements of the Securities Act (and applicable state securities laws) or pursuant to an available exemption therefrom. (b) No Transfer shall, in any event, except in the case of a sale pursuant to an effective registration statement, be made by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar Entity unless in connection with such Transfer, the applicable transferee has complied with the terms and provisions of this Agreement. No Management Stockholder, BRS Entity, Canterbury Entity, Protostar Entity or transferee may effect any Transfer of Securities, whether to a Permitted Transferee or otherwise, unless the transferee executes an agreement pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement (including, without limitation, the representations, warranties and covenants contained in Section 2.6 hereof) applicable to the transferor (except in the case of a sale pursuant to an effective registration statement under the Securities Act or as otherwise specifically provided herein). Any purported Transfer in violation of this covenant shall be null and void and of no force and effect and the purported transferee shall have no rights or privileges in or with respect to B&G Foods. As used herein, “Transfer” means the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights (including any proxy or similar arrangement (whether or not revocable)) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to B&G Foods describing the manner and circumstances of the proposed Transfer accompanied, if requested by B&G Foods, by a written opinion of legal counsel reasonably satisfactory to B&G Foods, addressed to B&G Foods and the transfer agent, if other than B&G Foods, and reasonably satisfactory in form and substance to each addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legend set forth in Section 2.2, except that such certificate shall not bear such legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act or applicable state securities laws.

Provisions Regarding Transfers of Securities. The following provisions shall apply with respect to the Transfer (as hereinafter defined) of any Securities owned by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar CIT Entity: (a) Each Subject to the additional conditions to Transfer by the Management Stockholders imposed by Section 6.2 hereof, each Management Stockholder, BRS Entity, Canterbury Entity and Protostar CIT Entity is prohibited from Transferring any of his or its Securities except in the following circumstances: (i) to Permitted Transferees (as hereinafter defined), and (ii) beginning on the day after the expiration of the Lock-Up Period (as defined in Section 2.7 hereof), to third parties in private sales exempt from or not subject to the registration requirements of the Securities Act, and (iii) pursuant to an effective registration statement under the Securities Act; provided, however, that, in the case of any such Transfer, except in the case of a sale pursuant to an effective registration statement, each such transferee shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were a party hereto, including, without limitation, the representations, warrants and covenants contained in Section 2.6 hereof; and provided, further, that no Transfer shall be effected except in compliance with the registration requirements of the Securities Act (and applicable state securities laws) or pursuant to an available exemption therefrom. (b) No Transfer shall, in any event, except in the case of a sale pursuant to an effective registration statement, be made by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar CIT Entity unless in connection with such Transfer, the applicable transferee has complied with the terms and provisions of this Agreement. No Management Stockholder, BRS Entity, Canterbury Entity, Protostar CIT Entity or transferee may effect any Transfer of Securities, whether to a Permitted Transferee or otherwise, unless the transferee executes an agreement pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement (including, without limitation, the representations, warranties and covenants contained in Section 2.6 hereof) applicable to the transferor (except in the case of a sale pursuant to an effective registration statement under the Securities Act or as otherwise specifically provided herein). Any purported Transfer in violation of this covenant shall be null and void and of no force and effect and the purported transferee shall have no rights or privileges in or with respect to B&G Foods. Foods As used herein, “Transfer” means the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights (including any proxy or similar arrangement (whether or not revocable)) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to B&G Foods describing the manner and circumstances of the proposed Transfer accompanied, if requested by B&G Foods, by a written opinion of legal counsel reasonably satisfactory to B&G Foods, addressed to B&G Foods and the transfer agent, if other than B&G Foods, and reasonably satisfactory in form and substance to each addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legend set forth in Section 2.2, except that such certificate shall not bear such legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act or applicable state securities laws.not

Provisions Regarding Transfers of Securities. The following provisions shall apply with respect to the Transfer (as hereinafter defined) of any Securities owned by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar EntityInvestor: (a) Each Management StockholderExcept as provided in Section 3.3 hereof and the provisions set forth below in this Section 2.1, BRS Entity, Canterbury Entity and Protostar Entity each Investor is prohibited from Transferring any of his or its Securities except in the following circumstances: (i) to Permitted Transferees (as hereinafter defined), (ii) beginning on except in the day after the expiration case of a BRS Entity, to another Investor, (iii) pursuant to an Approved Sale (as hereinafter defined) and in accordance with Section 3.2 hereof, (iv) a Transfer of Common Stock by any of the LockBRS Entities or the FSI Entities as to which Tag-Up Period Along Rights (as defined in Section 2.7 hereof), to third parties in private sales exempt from or not subject to the registration requirements of the Securities Act, 3.3 below) apply and (iiiv) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") following exercise of the Investor's registration rights under the Registration Rights Agreement (as defined in Article V); provided, however, that, in the case of any such Transfer, except in the case of a an Approved Sale or sale pursuant to an effective registration statement, each such transferee shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were a party hereto, including, without limitation, the representations, warrants and covenants contained in Section 2.6 hereof; and provided, further, that no Transfer shall be effected except in compliance with the registration requirements of the Securities Act (and applicable state securities laws) or pursuant to an available exemption therefrom. (b) No Transfer shall, in any event, except in the case of a sale pursuant to an effective registration statement, be made by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar Entity Investor unless in connection with such Transfer, the applicable transferee has complied with the terms and provisions of this Agreement. No Management Stockholder, BRS Entity, Canterbury Entity, Protostar Entity Investor or transferee may effect any Transfer of Securities, whether to a Permitted Transferee or otherwise, unless the transferee executes an agreement pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement (including, without limitation, the representations, warranties and covenants contained in Section 2.6 hereof) applicable to the transferor (except in the case of an Approved Sale, a sale pursuant to an effective registration statement under the Securities Act or as otherwise specifically provided herein). Any purported Transfer in violation of this covenant shall be null and void and of In addition, no force and effect and the purported transferee shall have no rights Investor or privileges in or with respect to B&G Foods. As used herein, “Transfer” means the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights (including any proxy or similar arrangement (whether or not revocable)) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to B&G Foods describing the manner and circumstances of the proposed Transfer accompanied, if requested by B&G Foods, by a written opinion of legal counsel reasonably satisfactory to B&G Foods, addressed to B&G Foods and the transfer agent, if other than B&G Foods, and reasonably satisfactory in form and substance to each addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legend set forth in Section 2.2, except that such certificate shall not bear such legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act or applicable state securities laws.transferee

Provisions Regarding Transfers of Securities. The following provisions shall apply with respect to the Transfer (as hereinafter defined) of any Securities owned by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar CIT Entity: (a) Each Except as provided in Sections 3.3 and 5.2 hereof and the provisions set forth below in this Section 2.3, each Management Stockholder, BRS Entity, Canterbury Entity and Protostar CIT Entity is prohibited from Transferring any of his or its Securities except in the following circumstances: (i) to Permitted Transferees (as hereinafter defined), (ii) beginning on the day after the expiration of the Lock-Up Period pursuant to an Approved Sale (as defined hereinafter defined) and in accordance with Section 2.7 hereof), to third parties in private sales exempt from or not subject to the registration requirements of the Securities Act, 3.2 hereof and (iii) pursuant to an effective registration statement under the Securities ActAct following exercise of such Stockholder's registration rights under the Registration Rights Agreement (as defined in Article VI); provided, however, that, in the case of any such Transfer, except in the case of a an Approved Sale or sale pursuant to an effective registration statement, each such transferee shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were a party hereto, including, without limitation, the representations, warrants and covenants contained in Section 2.6 hereof; and provided, further, that no Transfer shall be effected except in compliance with the registration requirements of the Securities Act (and applicable state securities laws) or pursuant to an available exemption therefrom. (b) No Transfer shall, in any event, except in the case of a an Approved Sale or sale pursuant to an effective registration statement, be made by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar Entity unless in connection with such Transfer, the applicable transferee has complied with the terms and provisions of this Agreement. No Management Stockholder, BRS Entity, Canterbury Entity, Protostar Entity or transferee may effect any Transfer of Securities, whether to a Permitted Transferee or otherwise, unless the transferee executes an agreement pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement (including, without limitation, the representations, warranties and covenants contained in Section 2.6 hereof) applicable to the transferor (except in the case of a sale pursuant to an effective registration statement under the Securities Act or as otherwise specifically provided herein). Any purported Transfer in violation of this covenant shall be null and void and of no force and effect and the purported transferee shall have no rights or privileges in or with respect to B&G Foods. As used herein, “Transfer” means the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights (including any proxy or similar arrangement (whether or not revocable)) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to B&G Foods describing the manner and circumstances of the proposed Transfer accompanied, if requested by B&G Foods, by a written opinion of legal counsel reasonably satisfactory to B&G Foods, addressed to B&G Foods and the transfer agent, if other than B&G Foods, and reasonably satisfactory in form and substance to each addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legend set forth in Section 2.2, except that such certificate shall not bear such legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act or applicable state securities laws.Management

Provisions Regarding Transfers of Securities. The following provisions shall apply with respect to the Transfer (as hereinafter defined) of any Securities owned by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar EntityInvestor: (a) Each Except as provided in Sections 4.3 and 6.2 hereof and the provisions set forth below in this Section 3.5, each Management Stockholder, BRS Entity, Canterbury Entity and Protostar Entity Investor is prohibited from Transferring any of his or its Securities except in the following circumstances: (i) to Permitted Transferees (as hereinafter defined), (ii) beginning on the day after the expiration of the Lock-Up Period pursuant to an Approved Sale (as defined hereinafter defined) and in accordance with Section 2.7 4.2 hereof), to third parties in private sales exempt from or not subject to the registration requirements of the Securities Act, and (iii) pursuant to an effective registration statement under the Securities ActAct following exercise of the Management Investor's registration rights under the Registration Rights Agreement (as defined in Article VII); providedPROVIDED, howeverHOWEVER, that, in the case of any such Transfer, except in the case of a an Approved Sale or sale pursuant to an effective registration statement, each such transferee shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were a party hereto, including, without limitation, the representations, warrants and covenants contained in Section 2.6 hereof; and providedPROVIDED, furtherFURTHER, that no Transfer shall be effected except in compliance with the registration requirements of the Securities Act (and applicable state securities laws) or pursuant to an available exemption therefrom. (b) No Transfer shall, in any event, except in the case of a sale pursuant to an effective registration statement, be made by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar Entity Investor unless in connection with such Transfer, the applicable transferee has complied with the terms and provisions of this Agreement. No Management Stockholder, BRS Entity, Canterbury Entity, Protostar Entity Investor or transferee may effect any Transfer of Securities, whether to a Permitted Transferee or otherwise, unless the transferee executes an agreement pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement (including, without limitation, the representations, warranties and covenants contained in Section 2.6 hereof) applicable to the transferor (except in the case of an Approved Sale, a sale pursuant to an effective registration statement under the Securities Act or as otherwise specifically provided herein). Any purported Transfer in violation of this covenant shall be null and void and of no force and effect and the purported transferee shall have no rights or privileges in or with respect to B&G Foods. Holdings Corp. As used herein, “"Transfer” " means the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights (including any proxy or similar arrangement (whether or not revocable)) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to B&G Foods Holdings Corp. describing the manner and circumstances of the proposed Transfer accompanied, if requested by B&G FoodsHoldings Corp., by a written opinion of legal counsel reasonably satisfactory to B&G FoodsHoldings Corp., addressed to B&G Foods Holdings Corp. and the transfer agent, if other than B&G FoodsHoldings Corp., and reasonably satisfactory in form and substance to each addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legend set forth in Section 2.23.2, except that such certificate shall not bear such legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act or applicable state securities laws.

Provisions Regarding Transfers of Securities. The following provisions shall apply with respect to the Transfer (as hereinafter defined) of any Securities owned by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar CIT Entity: (a) Each Subject to the additional conditions to Transfer by the Management Stockholders imposed by Section 6.2 hereof, each Management Stockholder, BRS Entity, Canterbury Entity and Protostar CIT Entity is prohibited from Transferring any of his or its Securities except in the following circumstances: (i) to Permitted Transferees (as hereinafter defined), and (ii) beginning on the day after the expiration of the Lock-Up Period (as defined in Section 2.7 hereof), to third parties in private sales exempt from or not subject to the registration requirements of the Securities Act, and (iii) pursuant to an effective registration statement under the Securities Act; provided, however, that, in the case of any such Transfer, except in the case of a sale pursuant to an effective registration statement, each such transferee shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were a party hereto, including, without limitation, the representations, warrants and covenants contained in Section 2.6 hereof; and provided, further, that no Transfer shall be effected except in compliance with the registration requirements of the Securities Act (and applicable state securities laws) or pursuant to an available exemption therefrom. (b) No Transfer shall, in any event, except in the case of a sale pursuant to an effective registration statement, be made by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar CIT Entity unless in connection with such Transfer, the applicable transferee has complied with the terms and provisions of this Agreement. No Management Stockholder, BRS Entity, Canterbury Entity, Protostar CIT Entity or transferee may effect any Transfer of Securities, whether to a Permitted Transferee or otherwise, unless the transferee executes an agreement pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement (including, without limitation, the representations, warranties and covenants contained in Section 2.6 hereof) applicable to the transferor (except in the case of a sale pursuant to an effective registration statement under the Securities Act or as otherwise specifically provided herein). Any purported Transfer in violation of this covenant shall be null and void and of no force and effect and the purported transferee shall have no rights or privileges in or with respect to B&G Foods. As used herein, “Transfer” means the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights (including any proxy or similar arrangement (whether or not revocable)) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to B&G Foods describing the manner and circumstances of the proposed Transfer accompanied, if requested by B&G Foods, by a written opinion of legal counsel reasonably satisfactory to B&G Foods, addressed to B&G Foods and the transfer agent, if other than B&G Foods, and reasonably satisfactory in form and substance to each addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legend set forth in Section 2.2, except that such certificate shall not bear such legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act or applicable state securities laws.