Common use of Right of First Offer; Tag-Along Rights Clause in Contracts

Right of First Offer; Tag-Along Rights. (a) If, after the fourth anniversary of the Closing Date and prior to the Initial Public Offering, the Xxxx Members desire to sell (including, without limitation, to the Company pursuant to the exercise of put rights under Section 11.7, or otherwise) all or less than all the Units, Series A Preferred Units and/or Series B Convertible Preferred Units held by such Members and/or the stock and/or units of RPH owned by Xxxx Parent or its Affiliates (or any successive equity interests in successors of RPH) and/or the units of a Vestar Entity owned by VCP or its Affiliates (or any successive equity interests in successors of a Vestar Entity and/or all of the Company’s units and/or stock in Consolidated Container Company LLC (or its successor)), the Xxxx Members shall offer such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units to the Suiza Member by giving written notice (the “Notice”) to the Suiza Member to such effect, enclosing the offer to sell such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units to the Suiza Member, the consideration per Unit, Series A Preferred Unit and/or Series B Convertible Preferred Unit and/or stock and/or unit, and the other material terms of the offer. Upon receipt of the Notice, the Suiza Member shall have the right and option to purchase such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units offered by the Xxxx Members, pro rata according to their respective As-Converted Percentage Interest or in such other proportions as they may agree upon, for cash at the purchase price per Unit, Series A Preferred Unit and/or Series B Convertible Preferred Unit and/or stock and/or unit specified in the Notice, exercisable for 30 days after receipt of the Notice. Failure of the Suiza Member to respond to such Notice within such 30-day period shall be deemed to constitute a notification to the Xxxx Member of the Suiza Member’s decision not to purchase such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units under this Section 11.5(a).

Right of First Offer; Tag-Along Rights. (a) If, after the fourth anniversary of the Closing Date and prior to the Initial Public Offering, the Xxxx Rxxx Members desire to sell (including, without limitation, to the Company pursuant to the exercise of put rights under Section 11.7, or otherwise) all or less than all the Units, Series A Preferred Units and/or Series B Convertible Preferred Units held by such Members and/or the stock and/or units of RPH owned by Xxxx Rxxx Parent or its Affiliates (or any successive equity interests in successors of RPH) and/or the units of a Vestar Entity owned by VCP or its Affiliates (or any successive equity interests in successors of a Vestar Entity and/or all of the Company’s units and/or stock in Consolidated Container Company LLC (or its successor)), the Xxxx Rxxx Members shall offer such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units to the Suiza Member by giving written notice (the “Notice”) to the Suiza Member to such effect, enclosing the offer to sell such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units to the Suiza Member, the consideration per Unit, Series A Preferred Unit and/or Series B Convertible Preferred Unit and/or stock and/or unit, and the other material terms of the offer. Upon receipt of the Notice, the Suiza Member shall have the right and option to purchase such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units offered by the Xxxx Rxxx Members, pro rata according to their respective As-Converted Percentage Interest or in such other proportions as they may agree upon, for cash at the purchase price per Unit, Series A Preferred Unit and/or Series B Convertible Preferred Unit and/or stock and/or unit specified in the Notice, exercisable for 30 days after receipt of the Notice. Failure of the Suiza Member to respond to such Notice within such 30-day period shall be deemed to constitute a notification to the Xxxx Rxxx Member of the Suiza Member’s decision not to purchase such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units under this Section 11.5(a).

Right of First Offer; Tag-Along Rights. (a) If, after the fourth anniversary of the Closing Date and prior to the Initial Public Offering, the Xxxx Members Reid Xxxbers desire to sell (including, without limitation, to the Company pursuant to the exercise of put rights under Section 11.7, or otherwise) all or less than all the Units, Series A Preferred Units and/or Series B Convertible Preferred Units held by such Members and/or the stock and/or units of RPH owned by Xxxx Parent Vestar or its Affiliates (or any successive equity interests in successors of RPH) and/or the units of a Vestar Entity owned by VCP or its Affiliates (or any successive equity interests in successors of a Vestar Entity and/or all of the Company’s units and/or stock in Consolidated Container Company LLC (or its successor)), the Xxxx Members Reid Xxxbers shall offer such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units to the Suiza Member by giving written notice (the “"Notice”") to the Suiza Member to such effect, enclosing the offer to sell such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units to the Suiza Member, the consideration per Unit, Series A Preferred Unit and/or Series B Convertible Preferred Unit Units and/or stock and/or unitshare, and the other material terms of the offer. Upon receipt of the Notice, the Suiza Member shall have the right and option to purchase such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units offered by the Xxxx MembersReid Xxxbers, pro rata according to their respective As-Converted Percentage Interest holdings of Units or in such other proportions as they may agree upon, for cash at the purchase price per Unit, Series A Preferred Unit and/or Series B Convertible Preferred Unit and/or stock and/or unit share specified in the Notice, exercisable for 30 days after receipt of the Notice. Failure of the Suiza Member to respond to such Notice within such 30-day period shall be deemed to constitute a notification to the Xxxx Member Reid Xxxber of the Suiza Member’s 's decision not to purchase such Units, Series A Preferred Units and/or Series B Convertible Preferred Units and/or stock and/or units under this Section 11.5(a).