Common use of Put Period Clause in Contracts

Put Period. (i) Each Putting Member (together with its respective Permitted Transferees that have become Members) shall be eligible to deliver a Put Notice in accordance with Section 12.5.1(a) (A) during the period commencing on January 1, 2023, and ending on January 31, 2023, and thereafter, annually during each January thereafter (the "Annual Trigger") and (B) to the extent NBM remains a Member, if a NBM Change of Control occurs, within 60 days of the NBM Change of Control (the "COC Trigger"); provided, however, that upon delivery of notice to the Minority Members that a lender or the agent holding a Permitted Financing Pledge intend to exercise remedies thereunder that will result in an NBM Change of Control (such notice being an "Enforcement Notice"), each Putting Member (together with its respective Permitted Transferees that have become Members) shall instead be required to deliver a Put Notice in accordance with Section 12.5.1(a) within ten Business Days after the date of the Enforcement Notice and any failure to deliver such Put Notice within such ten Business Day period shall be deemed a waiver of the put rights of the Putting Members and their Permitted Transferees pursuant to this Section 12.5.1(b)(i)(B) (it being acknowledged that nothing in this Section shall require any holder of a Permitted Financing Pledge to deliver any Enforcement Notice). Notwithstanding anything to the contrary herein, (1) no Putting Member may provide a Put Notice pursuant to this Section 12.5.1 with respect to less than 20% of such Putting Member's Put Base Amount, and (2) if NBM or its Permitted Transferee has notified the Putting Members and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such sale. (ii) With respect to USPB, USPB shall also have the right to deliver a Put Notice to NBM at any time during the period commencing on the date on which USPB is no longer obligated to deliver cattle to the Company pursuant to the Cattle Purchase and Sale Agreement (the "Cattle Agreement Trigger") and ending 180 days thereafter. With respect to New Kleinco, New Kleinco shall also have the right to deliver a Put Notice to NBM at any time during the period commencing on the date on which Xxxxx is no longer employed by the Company (the "Xxxxx Separation Trigger") and ending 180 days thereafter. Any Trigger is individually referred to herein as a "Put Date" and are collectively referred to here as the "Put Dates." The applicable period beginning on each Put Date shall be referred to as a "Put Election Period"; provided that if NBM or its Permitted Transferee has notified USPB, NBPCo and New Kleinco and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such sale.

Put Period. (i) Each Putting Member (together with its respective Permitted Transferees that have become Members) shall be eligible to deliver a Put Notice in accordance with Section 12.5.1(a12.5.1(a)(i) (A) with respect to up to one-third of the Aggregate Units held by the Putting Member during the period commencing on January 1, 2023, the five (5) year anniversary of the Closing Date and ending on January 31, 2023, and thirty (30) days thereafter, annually (ii) with respect to up to one-third of each such Putting Member’s Aggregate Units during each January the period commencing on the seven (7) year anniversary of the Closing Date and ending thirty (30) days thereafter (the "Annual Trigger") and (Biii) with respect to any remaining portion of each Putting Member’s Aggregate Units during the extent NBM remains a Member, if a NBM Change of Control occurs, within 60 days period commencing on the ten (10) year anniversary of the NBM Change of Control Closing Date and ending thirty (the "COC Trigger")30) days thereafter; provided, however, that upon delivery of notice to the Minority Members that a lender or the agent holding a Permitted Financing Pledge intend to exercise remedies thereunder that will result in an NBM Change of Control (such notice being an "Enforcement Notice"), each Putting Member (together with its respective Permitted Transferees that have become Members) shall instead be required to deliver a Put Notice in accordance with Section 12.5.1(a) within ten Business Days after the date of the Enforcement Notice and any failure to deliver such Put Notice within such ten Business Day period shall be deemed a waiver of the put rights of the Putting Members and their Permitted Transferees pursuant to this Section 12.5.1(b)(i)(B) (it being acknowledged that nothing in this Section shall require any holder of a Permitted Financing Pledge to deliver any Enforcement Notice). Notwithstanding anything to the contrary herein, (1) no Putting Member may provide a Put Notice pursuant to this Section 12.5.1 12.5 with respect to less than 20% of such Putting Member's Put Base Amount, and (2) if NBM or its Permitted Transferee has notified the Putting Members and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such sale. (ii) ’s Aggregate Units. With respect to USPB, USPB shall also have the right to deliver a Put Notice to NBM Leucadia at any time during the period commencing on the date on which USPB is no longer obligated to deliver cattle to the Company pursuant to the Cattle Purchase and Sale Agreement (the "“Cattle Agreement Trigger"”) and ending 180 days thereafter. With respect to New Kleinco, New Kleinco shall also have the right to deliver a Put Notice to NBM Leucadia at any time during the period commencing on the date on which Xxxxx is no longer employed by the Company (the "“Xxxxx Separation Non-employment Trigger"”) and ending 180 days thereafter. Any Such fifth, seventh and tenth anniversary dates, the date of the Cattle Agreement Trigger is and the date of the Xxxxx Non-employment Trigger are individually referred to herein as a "“Put Date" ” and are collectively referred to here as the "“Put Dates." ” The applicable thirty (30) day period beginning on each Put Date the fifth, seventh and tenth anniversary dates, the one hundred eighty (180) day period beginning on the Cattle Agreement Trigger and the one hundred eighty (180) day period beginning on the Xxxxx Non-employment Trigger shall be referred to as a "“Put Election Period"; ;” provided that that, if NBM or its Permitted Transferee the Initiating Seller has notified USPB, NBPCo and New Kleinco and their respective Permitted Transferees that such Person the Initiating Seller has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person the Initiating Seller to implement such sale.

Put Period. (i) Each Putting Member (together with its respective Permitted Transferees that have become Members) shall be eligible to deliver a Put Notice in accordance with Section 12.5.1(a) (A) during the period commencing on January 1, 2023, and ending on January 31, 2023, and thereafter, annually during each January thereafter (the "“Annual Trigger"”) and (B) to the extent NBM remains a Member, if a NBM Change of Control occurs, within 60 days of the NBM Change of Control (the "“COC Trigger"”); provided, however, that upon delivery of notice to the Minority Members that a lender or the agent holding a Permitted Financing Pledge intend to exercise remedies thereunder that will result in an NBM Change of Control (such notice being an "“Enforcement Notice"”), each Putting Member (together with its respective Permitted Transferees that have become Members) shall instead be required to deliver a Put Notice in accordance with Section 12.5.1(a) within ten Business Days after the date of the Enforcement Notice and any failure to deliver such Put Notice within such ten Business Day period shall be deemed a waiver of the put rights of the Putting Members and their Permitted Transferees pursuant to this Section 12.5.1(b)(i)(B) (it being acknowledged that nothing in this Section shall require any holder of a Permitted Financing Pledge to deliver any Enforcement Notice). Notwithstanding anything to the contrary herein, (1) no Putting Member may provide a Put Notice pursuant to this Section 12.5.1 with respect to less than 20% of such Putting Member's ’s Put Base Amount, and (2) if NBM or its Permitted Transferee has notified the Putting Members and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such sale. (ii) With respect to USPB, USPB shall also have the right to deliver a Put Notice to NBM at any time during the period commencing on the date on which USPB is no longer obligated to deliver cattle to the Company pursuant to the Cattle Purchase and Sale Agreement (the "“Cattle Agreement Trigger"”) and ending 180 days thereafter. With respect to New Kleinco, New Kleinco shall also have the right to deliver a Put Notice to NBM at any time during the period commencing on the date on which Xxxxx is no longer employed by the Company (the "“Xxxxx Separation Trigger"”) and ending 180 days thereafter. Any Trigger is individually referred to herein as a "“Put Date" ” and are collectively referred to here as the "“Put Dates." ” The applicable period beginning on each Put Date shall be referred to as a "“Put Election Period"”; provided that if NBM or its Permitted Transferee has notified USPB, NBPCo and New Kleinco and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such sale.

Put Period. (i) Each Putting Member (together with its respective Permitted Transferees that have become Members) shall be eligible to deliver a Put Notice in accordance with Section 12.5.1(a12.5.1(a)(i) (A) with respect to up to one-third of the Aggregate Units held by the Putting Member during the period commencing on January 1, 2023, the five (5) year anniversary of the Effective Date and ending on January 31, 2023, and thirty (30) days thereafter, annually (ii) with respect to up to one-third of each such Putting Member’s Aggregate Units during each January the period commencing on the seven (7) year anniversary of the Effective Date and ending thirty (30) days thereafter (the "Annual Trigger") and (Biii) with respect to any remaining portion of each Putting Member’s Aggregate Units during the extent NBM remains a Member, if a NBM Change of Control occurs, within 60 days period commencing on the ten (10) year anniversary of the NBM Change of Control Effective Date and ending thirty (the "COC Trigger")30) days thereafter; provided, however, that upon delivery of notice to the Minority Members that a lender or the agent holding a Permitted Financing Pledge intend to exercise remedies thereunder that will result in an NBM Change of Control (such notice being an "Enforcement Notice"), each Putting Member (together with its respective Permitted Transferees that have become Members) shall instead be required to deliver a Put Notice in accordance with Section 12.5.1(a) within ten Business Days after the date of the Enforcement Notice and any failure to deliver such Put Notice within such ten Business Day period shall be deemed a waiver of the put rights of the Putting Members and their Permitted Transferees pursuant to this Section 12.5.1(b)(i)(B) (it being acknowledged that nothing in this Section shall require any holder of a Permitted Financing Pledge to deliver any Enforcement Notice). Notwithstanding anything to the contrary herein, (1) no Putting Member may provide a Put Notice pursuant to this Section 12.5.1 12.5 with respect to less than 20% of such Putting Member's Put Base Amount, and (2) if NBM or its Permitted Transferee has notified the Putting Members and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such sale. (ii) ’s Aggregate Units. With respect to USPB, USPB shall also have the right to deliver a Put Notice to NBM Leucadia at any time during the period commencing on the date on which USPB is no longer obligated to deliver cattle to the Company pursuant to the Cattle Purchase and Sale Agreement (the "“Cattle Agreement Trigger"”) and ending 180 days thereafter. With respect to New Kleinco, New Kleinco shall also have the right to deliver a Put Notice to NBM Leucadia at any time during the period commencing on the date on which Xxxxx Kxxxx is no longer employed by the Company (the "Xxxxx Separation “Kxxxx Non-employment Trigger"”) and ending 180 days thereafter. Any Such fifth, seventh and tenth anniversary dates, the date of the Cattle Agreement Trigger is and the date of the Kxxxx Non-employment Trigger are individually referred to herein as a "“Put Date" ” and are collectively referred to here as the "“Put Dates." ” The applicable thirty (30) day period beginning on each Put Date the fifth, seventh and tenth anniversary dates, the one hundred eighty (180) day period beginning on the Cattle Agreement Trigger and the one hundred eighty (180) day period beginning on the Kxxxx Non-employment Trigger shall be referred to as a "“Put Election Period"; ;” provided that that, if NBM or its Permitted Transferee the Initiating Seller has notified USPB, NBPCo and New Kleinco and their respective Permitted Transferees that such Person the Initiating Seller has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person the Initiating Seller to implement such sale.

Put Period. (i) Each Putting Member (together with its respective Permitted Transferees that have become Members) shall be eligible to deliver a Put Notice in accordance with Section 12.5.1(a12.5.1(a)(i) (A) with respect to up to one-third of the Aggregate Units held by the Putting Member during the period commencing on January 1, 2023, the five (5) year anniversary of the Effective Date and ending on January 31, 2023, and thirty (30) days thereafter, annually (ii) with respect to up to one-third of each such Putting Member’s Aggregate Units during each January the period commencing on the seven (7) year anniversary of the Effective Date and ending thirty (30) days thereafter (the "Annual Trigger") and (Biii) with respect to any remaining portion of each Putting Member’s Aggregate Units during the extent NBM remains a Member, if a NBM Change of Control occurs, within 60 days period commencing on the ten (10) year anniversary of the NBM Change of Control Effective Date and ending thirty (the "COC Trigger")30) days thereafter; provided, however, that upon delivery of notice to the Minority Members that a lender or the agent holding a Permitted Financing Pledge intend to exercise remedies thereunder that will result in an NBM Change of Control (such notice being an "Enforcement Notice"), each Putting Member (together with its respective Permitted Transferees that have become Members) shall instead be required to deliver a Put Notice in accordance with Section 12.5.1(a) within ten Business Days after the date of the Enforcement Notice and any failure to deliver such Put Notice within such ten Business Day period shall be deemed a waiver of the put rights of the Putting Members and their Permitted Transferees pursuant to this Section 12.5.1(b)(i)(B) (it being acknowledged that nothing in this Section shall require any holder of a Permitted Financing Pledge to deliver any Enforcement Notice). Notwithstanding anything to the contrary herein, (1) no Putting Member may provide a Put Notice pursuant to this Section 12.5.1 12.5 with respect to less than 20% of such Putting Member's Put Base Amount, and (2) if NBM or its Permitted Transferee has notified the Putting Members and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such sale. (ii) ’s Aggregate Units. With respect to USPB, USPB shall also have the right to deliver a Put Notice to NBM Leucadia at any time during the period commencing on the date on which USPB is no longer obligated to deliver cattle to the Company pursuant to the Cattle Purchase and Sale Agreement (the "“Cattle Agreement Trigger"”) and ending 180 days thereafter. With respect to New Kleinco, New Kleinco shall also have the right to deliver a Put Notice to NBM Leucadia at any time during the period commencing on the date on which Xxxxx is no longer employed by the Company (the "“Xxxxx Separation Non-employment Trigger"”) and ending 180 days thereafter. Any Such fifth, seventh and tenth anniversary dates, the date of the Cattle Agreement Trigger is and the date of the Xxxxx Non-employment Trigger are individually referred to herein as a "“Put Date" ” and are collectively referred to here as the "“Put Dates." ” The applicable thirty (30) day period beginning on each Put Date the fifth, seventh and tenth anniversary dates, the one hundred eighty (180) day period beginning on the Cattle Agreement Trigger and the one hundred eighty (180) day period beginning on the Xxxxx Non-employment Trigger shall be referred to as a "“Put Election Period"; ;” provided that that, if NBM or its Permitted Transferee the Initiating Seller has notified USPB, NBPCo and New Kleinco and their respective Permitted Transferees that such Person the Initiating Seller has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person the Initiating Seller to implement such sale.

Put Period. (i) Each Putting Member (together with its respective Permitted Transferees that have become Members) shall be eligible to deliver a Put Notice in accordance with Section 12.5.1(a) (A) during the period commencing on January 1, 2023, and ending on January 31, 2023, and thereafter, annually during each January thereafter (the "“Annual Trigger"”) and (B) to the extent NBM remains a Member, if a NBM Change of Control occurs, within 60 days of the NBM Change of Control (the "“COC Trigger"”); provided, however, that upon delivery of notice to the Minority Members that a lender or the agent holding a Permitted Financing Pledge intend to exercise remedies thereunder that will result in an NBM Change of Control (such notice being an "“Enforcement Notice"”), each Putting Member (together with its respective Permitted Transferees that have become Members) shall instead be required to deliver a Put Notice in accordance with Section 12.5.1(a) within ten Business Days after the date of the Enforcement Notice and any failure to deliver such Put Notice within such ten Business Day period shall be deemed a waiver of the put rights of the Putting Members and their Permitted Transferees pursuant to this Section 12.5.1(b)(i)(B) (it being acknowledged that nothing in this Section shall require any holder of a Permitted Financing Pledge to deliver any Enforcement Notice). Notwithstanding anything to the contrary herein, , (1) no Putting Member may provide a Put Notice pursuant to this Section 12.5.1 with respect to less than 20% of such Putting Member's ’s Put Base Amount, and (2) if NBM or its Permitted Transferee has notified the Putting Members and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such sale. (ii) With respect to USPB, USPB shall also have the right to deliver a Put Notice to NBM at any time during the period commencing on the date on which USPB is no longer obligated to deliver cattle to the Company pursuant to the Cattle Purchase and Sale Agreement (the "“Cattle Agreement Trigger"”) and ending 180 days thereafter. With respect to New Kleinco, New Kleinco shall also have the right to deliver a Put Notice to NBM at any time during the period commencing on the date on which Xxxxx is no longer employed by the Company (the "“Xxxxx Separation Trigger"”) and ending 180 days thereafter. Any Trigger is individually referred to herein as a "“Put Date" ” and are collectively referred to here as the "“Put Dates." ” The applicable period beginning on each Put Date shall be referred to as a "“Put Election Period"”; provided that if NBM or its Permitted Transferee has notified USPB, NBPCo and New Kleinco and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such sale.

Put Period. The Put Right shall apply only to Shares of Stock. In addition, the Put Period shall be amended to be a five (5) business day period beginning on the date which is on the earliest to occur of (i) Each Putting Member five business days prior to December 31, 2006, (together with its respective Permitted Transferees ii) ten days after the expiration of any and all lock-up obligations agreed to by Employee following an Initial Public Offering of the common stock after which the common stock is qualified for exchange or trading on a national securities exchange or on The NASDAQ National Market, or (iii) five business days prior to the anticipated closing of any "Sale Transaction" (as defined in Paragraph 4(b) below) in which consideration received on account of shares of common stock consists solely of cash, equity securities listed on a national securities exchange or on The NASDAQ National Market, or a combination thereof (in which case the Put Right may be exercisable up until such closing); provided that the Company shall have become Membersgiven the Employee twenty (20) calendar days' advance written notice of any Initial Public Offering or Sale Transaction, and if such notice has not been given to Employee, the Put Period shall be extended until five (5) business days after the Employee has actual knowledge of such Initial Public Offering or Sale Transaction; and provided further that such Put Right may be exercised by Employee without any length of holding period requirement of such Shares of Stock by Employee. Employee's execution of the Consulting Agreement referred to in Paragraph 5 below shall be disregarded for purposes of Employee's status as a "Terminated Stockholder" under the Investor Rights Agreement. Provided further that such Put Right and the Optional Repurchase (defined below) shall be eligible to deliver a both terminate if, at the time the Put Notice in accordance with Section 12.5.1(a) (A) during the period commencing on January 1Right would have otherwise commenced, 2023, and ending on January 31, 2023, and thereafter, annually during each January thereafter (the "Annual Trigger") and (B) to the extent NBM remains a Member, if a NBM Change of Control occurs, within 60 days either of the NBM Change of Control (the "COC Trigger"); provided, however, that upon delivery of notice to the Minority Members that a lender or the agent holding a Permitted Financing Pledge intend to exercise remedies thereunder that will result in an NBM Change of Control (such notice being an "Enforcement Notice"), each Putting Member (together with its respective Permitted Transferees that have become Members) shall instead be required to deliver a Put Notice in accordance with Section 12.5.1(a) within ten Business Days after the date of the Enforcement Notice and any failure to deliver such Put Notice within such ten Business Day period shall be deemed a waiver of the put rights of the Putting Members and their Permitted Transferees pursuant to this Section 12.5.1(b)(i)(B) (it being acknowledged that nothing in this Section shall require any holder of a Permitted Financing Pledge to deliver any Enforcement Notice). Notwithstanding anything to the contrary herein, following occurs: (1) no Putting Member may provide there is then in place: (a) a Put Notice Cashless Exercise Method assisted by a broker available for Employee to convert his options to Shares of Stock; and (b) an effective Registration Statement for the sale of shares obtained by Employee upon exercise of his options which permits the sale of such stock through the Cashless Exercise Method assisted by a broker; or (2) the Employee has received or is scheduled pursuant to this Section 12.5.1 a binding agreement to receive a distribution or payment in connection with respect to a Sale Transaction which is no less favorable than 20% any other holder of such Putting Member's Put Base AmountShares of Stock (net of exercise price of Stock Rights) consisting solely of cash and/or securities that (a) are in a company that, immediately following the Sale Transaction, will have a public market float in excess of $400 million, and (2b) if NBM or its Permitted Transferee has notified may be resold by Employee in a brokers transaction without registration under the Putting Members and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell Securities Act within the Company, 90 day period following the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such saleclosing of the Sale Transaction. (ii) With respect to USPB, USPB shall also have the right to deliver a Put Notice to NBM at any time during the period commencing on the date on which USPB is no longer obligated to deliver cattle to the Company pursuant to the Cattle Purchase and Sale Agreement (the "Cattle Agreement Trigger") and ending 180 days thereafter. With respect to New Kleinco, New Kleinco shall also have the right to deliver a Put Notice to NBM at any time during the period commencing on the date on which Xxxxx is no longer employed by the Company (the "Xxxxx Separation Trigger") and ending 180 days thereafter. Any Trigger is individually referred to herein as a "Put Date" and are collectively referred to here as the "Put Dates." The applicable period beginning on each Put Date shall be referred to as a "Put Election Period"; provided that if NBM or its Permitted Transferee has notified USPB, NBPCo and New Kleinco and their respective Permitted Transferees that such Person has, in good faith, taken steps to sell the Company, the applicable Put Election Period shall be tolled for a period not to exceed 120 days to permit such Person to implement such sale.