Common use of Purchases of Keebler Stock Clause in Contracts

Purchases of Keebler Stock. 13.2.1 From the Closing Date until the earlier of (i) the date on which Seller (together with its Affiliates) beneficially owns less than 4,586,000 shares of Keebler Stock or (ii) twenty-four (24) months after the termination of the Lockup Period (such period, the "INITIAL STOCK REPURCHASE CONSENT PERIOD"), any purchase of shares of Keebler Stock by Purchaser or Keebler (other than purchases (A) by Purchaser or Keebler pursuant to put rights contained in agreements in effect on the Closing Date, (B) by Purchaser or Keebler from Artal or Management so long as such shares of Keebler Stock are not part of the Public Float at the time of purchase, (C) by Keebler from Bermore of Bermore's Shares which are permitted to be transferred by Bermore as a "Monthly Transfer" pursuant to Section 4.2(e) of the Bermore Agreement or by Purchaser or Keebler, as the case may be, pursuant to the tag-along and drag-along rights contained in Sections 4.3 and 4.4 of the Bermore Agreement and (D) by Purchaser and Keebler which together, in the aggregate with any prior such purchases, do not exceed (x) fifteen percent (15%) of the Public Float in Keebler Stock immediately after the Closing, (PROVIDED that the shares described in clause (y) hereof shall not in any event be included in calculating the Public Float) plus (y) the number of shares of Keebler Stock (i) either (A) issued to Management prior to February 3, 1998 or (B) issued to Management by the Company subsequent to February 3, 1998 pursuant to a stock option or any similar plan and (ii) subsequently sold by Management in transactions resulting in such shares trading in the public market, shall not be consummated without the prior written consent of Seller, and Keebler and Purchaser shall not take or permit to be taken any such action without such prior written consent; PROVIDED, HOWEVER, that the Extension Period shall be added to the twenty-four (24) month period set forth in (ii) above; and PROVIDED, FURTHER, that Purchaser will have the right at any time to purchase the number of shares of Keebler Stock required to maintain beneficial ownership of at least fifty-one percent (51%) of Keebler Stock on a fully diluted basis.

Purchases of Keebler Stock. 13.2.1 From the Closing Date until the earlier of (i) the date on which Seller (together with its Affiliates) beneficially owns less than 4,586,000 shares of Keebler Stock or (ii) twenty-four (24) months after the termination of the Lockup Period (such period, the "INITIAL STOCK REPURCHASE CONSENT PERIODInitial Stock Repurchase Consent Period"), any purchase of shares of Keebler Stock by Purchaser or Keebler (other than purchases (A) by Purchaser or Keebler pursuant to put rights contained in agreements in effect on the Closing Date, (B) by Purchaser or Keebler from Artal or Management so long as such shares of Keebler Stock are not part of the Public Float at the time of purchase, (C) by Keebler from Bermore of Bermore's Shares which are permitted to be transferred by Bermore as a "Monthly Transfer" pursuant to Section 4.2(e) of the Bermore Agreement or by Purchaser or Keebler, as the case may be, pursuant to the tag-along and drag-along rights contained in Sections 4.3 and 4.4 of the Bermore Agreement and (D) by Purchaser and Keebler which together, in the aggregate with any prior such purchases, do not exceed (x) fifteen percent (15%) of the Public Float in Keebler Stock immediately after the Closing, (PROVIDED that the shares described in clause (y) hereof shall not in any event be included in calculating the Public Float) plus (y) the number of shares of Keebler Stock (i) either (A) issued to Management prior to February 3, 1998 or (B) issued to Management by the Company subsequent to February 3, 1998 pursuant to a stock option or any similar plan and (ii) subsequently sold by Management in transactions resulting in such shares trading in the public market, shall not be consummated without the prior written consent of Seller, and Keebler and Purchaser shall not take or permit to be taken any such action without such prior written consent; PROVIDEDprovided, HOWEVERhowever, that the Extension Period shall be added to the twenty-four (24) month period set forth in (ii) above; and PROVIDEDprovided, FURTHERfurther, that Purchaser will have the right at any time to purchase the number of shares of Keebler Stock required to maintain beneficial ownership of at least fifty-one percent (51%) of Keebler Stock on a fully diluted basis.

Purchases of Keebler Stock. 13.2.1 From the Closing Date until the earlier of (i) the date on which Seller (together with its Affiliates) beneficially owns less than 4,586,000 shares of Keebler Stock or (ii) twenty-four (24) months after the termination of the Lockup Period (such period, the "INITIAL STOCK REPURCHASE CONSENT PERIODInitial Stock Repurchase Consent Period"), any purchase of shares of Keebler Stock by Purchaser or Keebler (other than purchases (A) by Purchaser or Keebler pursuant to put rights contained in agreements in effect on the Closing Date, (B) by Purchaser or Keebler from Artal or Management so long as such shares of Keebler Stock are not part of the Public Float at the time of purchase, (C) by Keebler from Bermore of Bermore's Shares which are permitted to be transferred by Bermore as a "Monthly Transfer" pursuant to Section 4.2(e) of the Bermore Agreement or by Purchaser or Keebler, as the case may be, pursuant to the tag-along and drag-along rights contained in Sections 4.3 and 4.4 of the Bermore Agreement and (D) by Purchaser and Keebler which together, in the aggregate with any prior such purchases, do not exceed (x) fifteen percent (15%) of the Public Float in Keebler Stock immediately after the Closing, (PROVIDED provided that the shares described in clause (y) hereof shall not in any event be included in calculating the Public Float) plus (y) the number of shares of Keebler Stock (i) either (A) issued to Management prior to February 3, 1998 or (B) issued to Management by the Company subsequent to February 3, 1998 pursuant to a stock option or any similar plan and (ii) subsequently sold by Management in transactions resulting in such shares trading in the public market, shall not be consummated without the prior written consent of Seller, and Keebler and Purchaser shall not take or permit to be taken any such action without such prior written consent; PROVIDEDprovided, HOWEVERhowever, that the Extension Period shall be added to the twenty-four (24) month period set forth in (ii) above; and PROVIDEDprovided, FURTHERfurther, that Purchaser will have the right at any time to purchase the number of shares of Keebler Stock required to maintain beneficial ownership of at least fifty-one percent (51%) of Keebler Stock on a fully diluted basis.

Purchases of Keebler Stock. 13.2.1 From the Closing Date until the earlier of (i) the date on which Seller (together with its Affiliates) beneficially owns less than 4,586,000 shares of Keebler Stock or (ii) twenty-four (24) months after the termination of the Lockup Period (such period, the "INITIAL STOCK REPURCHASE CONSENT PERIODInitial Stock Repurchase Consent Period"), any purchase of shares of Keebler Stock by Purchaser or Keebler (other than purchases (A) by Purchaser or Keebler pursuant to put rights contained in agreements in effect on the Closing Date, (B) by Purchaser or Keebler from Artal or Management so long as such shares of Keebler Stock are not part of the Public Float at the time of purchase, (C) by Keebler from Bermore of Bermore's Shares which are permitted to be transferred by Bermore as a "Monthly Transfer" pursuant to Section 4.2(e) of the Bermore Agreement or by Purchaser or Keebler, as the case may be, pursuant to the tag-along and drag-along rights contained in Sections 4.3 and 4.4 of the Bermore Agreement and (D) by Purchaser and Keebler which together, in the aggregate with any prior such purchases, do not exceed (x) fifteen percent (15%) of the Public Float in Keebler Stock immediately after the Closing, (PROVIDED that the shares described in clause (y) hereof shall not in any event be included in calculating the Public Float) plus (y) the number of shares of Keebler Stock (i) either (A) issued to Management prior to February 3, 1998 or (B) issued to Management by the Company subsequent to February 3, 1998 pursuant to a stock option or any similar plan and (ii) subsequently sold by Management in transactions resulting in such shares trading in the public market, shall not be consummated without the prior written consent of Seller, and Keebler and Purchaser shall not take or permit to be taken any such action without such prior written consent; PROVIDEDprovided, HOWEVERhowever, that the Extension Period shall be added to the twenty-four (24) month period set forth in (ii) above; and PROVIDEDprovided, FURTHERfurther, that Purchaser will have the right at any time to purchase the number of shares of Keebler Stock required to maintain beneficial ownership of at least fifty-fifty- one percent (51%) of Keebler Stock on a fully diluted basis.