Common use of Rights of Withdrawal Clause in Contracts

Rights of Withdrawal. 17.1 Within seven (7) Business Days after the Opt-Out Deadline, Class Counsel will provide Defense Counsel information sufficient to show whether the condition enumerated in Section 17.3 occurred (which, to the extent this information needs to be filed with the Court, the Parties shall request remain under seal). Such information must include a reasonable estimate or minimum number of total Settlement Class Members and the total number of Opt-Outs. 17.2 On the same date that Class Counsel provide Defense Counsel with the information identified in Section 17.1, Class Counsel shall also represent in good faith, in writing to counsel for Altria, whether the condition enumerated in Section 17.3 has occurred. 17.3 If, seven (7) Business Days after the Opt-Out Deadline, the following condition occurs, Altria, in consultation with Defense Counsel, may withdraw from and terminate this Altria Class Settlement Agreement, in which case this Altria Class Settlement Agreement shall be null and void and the status of the litigation shall be as it was prior to the execution of this Altria Class Settlement Agreement: total Opt-Outs from the Class Settlement exceeds a number agreed to by the Parties and set forth in Appendix A, which shall be filed under seal if permitted by the Court. 17.4 In the event that Altria, in consultation with Defense Counsel, wishes to exercise its right to terminate this Altria Class Settlement Agreement under this Section 177 because of inadequate participation under Section 17.3 above, Altria must notify the other Parties in writing, within seven (7) days after receipt of the information described in Sections 17.1-17.3 of this Altria Class Settlement Agreement. 17.5 In the event that this Altria Class Settlement Agreement is not approved as submitted, does not reach Final Approval, or otherwise is terminated pursuant to the terms herein, the Parties will be restored to their respective positions in the litigation as of the day preceding the date of this Altria Class Settlement Agreement; subject to Sections 6.2 and 6.3 above, the terms and provisions of this Altria Class Settlement Agreement will have no further force or effect with respect to the Parties; this Altria Class Settlement Agreement or any of its terms will not be used in this litigation or in any other proceeding for any purpose; and any judgment or order entered by the Court in accordance with the terms of this Altria Class Settlement Agreement, including any order to certify the Settlement Class, will be vacated, nunc pro tunc, and the status of the litigation shall be as it was prior to the execution of this Altria Class Settlement Agreement.

Rights of Withdrawal. 17.1 18.1 Within seven (7) Business Days after the Opt-Out Deadline, Class Counsel will provide Defense Counsel information sufficient to show whether the condition enumerated in Section 17.3 18.3 occurred (which, to the extent this information needs to be filed with the Court, the Parties shall request remain under seal). Such information must include a reasonable estimate or minimum number of total Settlement Class Members and the total number of Opt-Outs. 17.2 18.2 On the same date that Class Counsel provide Defense Counsel with the information identified in Section 17.118.1, Class Counsel shall also represent in good faith, in writing to counsel for AltriaJLI, whether the condition enumerated in Section 17.3 18.3 has occurred. 17.3 18.3 If, seven (7) Business Days after the Opt-Out Deadline, the following condition occurs, AltriaJLI, in consultation with Defense Counsel, may withdraw from and terminate this Altria Class Settlement Agreement, in which case this Altria Class Settlement Agreement shall be null and void and the status of the litigation shall be as it was prior to the execution of this Altria Class Settlement Agreement: total Opt-Outs from the Class Settlement exceeds a number agreed to by the Parties and set forth in Appendix AC, which shall be filed under seal if permitted by the Court. 17.4 18.4 In the event that AltriaJLI, in consultation with Defense Counsel, wishes to exercise its right to terminate this Altria Class Settlement Agreement under this Section 177 18 because of inadequate participation under Section 17.3 18.3 above, Altria JLI must notify the other Parties in writing, within seven (7) days after receipt of the information described in Sections 17.1-17.3 18.1- 18.3 of this Altria Class Settlement Agreement. 17.5 18.5 In the event that this Altria Class Settlement Agreement is not approved as submitted, does not reach Final Approval, or otherwise is terminated pursuant to the terms herein, the Parties will be restored to their respective positions in the litigation as of the day preceding the date of this Altria Class Settlement Agreement; subject to Sections 6.2 and 6.3 above, the terms and provisions of this Altria Class Settlement Agreement will have no further force or effect with respect to the Parties; this Altria Class Settlement Agreement or any of its terms will not be used in this litigation or in any other proceeding for any purpose; and any judgment or order entered by the Court in accordance with the terms of this Altria Class Settlement Agreement, including any order to certify the Settlement Class, will be vacated, nunc pro tunc, and the status of the litigation shall be as it was prior to the execution of this Altria Class Settlement Agreement.

Rights of Withdrawal. 17.1 Within seven (7a) Business Days If at any time after December -------------------- 31st, 2002, either Member wishes to withdraw as a Member from the Opt-Out DeadlineLLC (the "Withdrawing Member"), Class Counsel will provide Defense Counsel information sufficient to show whether the condition enumerated in Section 17.3 occurred (which, Withdrawing Member shall give notice to the extent this information needs other Member, as the remaining Member, of the Withdrawing Member's intention to withdraw from the LLC and in such notice shall set forth its assumed fair market value (net of all authorized contractual obligations of the LLC and of any costs) for the LLC assets. Under the terms herein set forth, the Withdrawing Member must sell the LLC Interest owned by it to the remaining Member for a purchase price equal to the distribution the Withdrawing Member would have received had the LLC sold all of its assets to a third party for such assumed fair market value, had paid off all of its debts, and had distributed the assets in liquidation of the LLC. The purchase price to be filed with the Court, the Parties shall request remain under seal). Such information must include a reasonable estimate or minimum number of total Settlement Class Members and the total number of Opt-Outs. 17.2 On the same date that Class Counsel provide Defense Counsel with the information identified in Section 17.1, Class Counsel shall also represent in good faith, in writing to counsel for Altria, whether the condition enumerated in Section 17.3 has occurred. 17.3 If, seven (7) Business Days after the Opt-Out Deadline, the following condition occurs, Altria, in consultation with Defense Counsel, may withdraw from and terminate this Altria Class Settlement Agreement, in which case this Altria Class Settlement Agreement paid shall be null and void and paid in cash. The remaining Member shall, within thirty (30) days after receiving notice from the status Withdrawing Member, be obligated to elect either to purchase the Interest of the litigation shall be as it was prior to Withdrawing Member at the execution of this Altria Class Settlement Agreement: total Opt-Outs from the Class Settlement exceeds a number agreed to by the Parties and purchase price set forth in Appendix Athe notice, which or to sell to the Withdrawing Member the Interest owned by the remaining Member, for cash in an amount equal to the product of: (a) the entire Interest owned by the remaining Member; multiplied by (b) ____________________________/1/ of the assumed fair market value of all LLC assets set forth in the notice. If the remaining Member fails to give notice to the Withdrawing Member of its intention to either purchase or sell by the expiration date, such failure shall be filed under seal if permitted by deemed to be notice of its election to sell the Court. 17.4 In LLC Interest of the event that Altria, in consultation with Defense Counsel, wishes remaining Member to exercise its right to terminate this Altria Class Settlement Agreement under this Section 177 because the Withdrawing Member at the price determined as set forth above. The closing of inadequate participation under Section 17.3 above, Altria must notify the other Parties in writing, within seven purchase shall occur ninety (790) days after receipt the expiration of the information described thirty (30) day period. Any closing hereunder shall be at the principal place of business of the LLC unless otherwise agreed to in Sections 17.1-17.3 writing by all of this Altria Class Settlement Agreementthe Members. The purchase price payable at closing shall be adjusted for any debts existing between the Members. _____________________ /1/ Pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, the confidential material has been omitted and filed separately with the Securities and Exchange Commission. 17.5 In (b) Upon the event that this Altria Class Settlement Agreement is not approved as submitted, does not reach Final Approval, or otherwise is terminated pursuant to the terms herein, the Parties will be restored to their respective positions in the litigation as withdrawal of the day preceding the date of this Altria Class Settlement Agreement; subject to Sections 6.2 and 6.3 above, the terms and provisions of this Altria Class Settlement Agreement will have no further force or effect with respect to the Parties; this Altria Class Settlement Agreement or any of its terms will not be used in this litigation or in any other proceeding for any purpose; and any judgment or order entered by the Court in accordance with MANHATTAN under the terms of this Altria Class Settlement AgreementXxxxxxx 00.0, including any order XXXXXXXXX agrees to certify continue to perform under the Settlement Classterms and conditions of the Manufacturing, will be vacated, nunc pro tunc, Warehousing and Order Fulfillment Agreement by and between it and the status LLC, except that the prices charged by MANHATTAN thereunder shall be its normal prices charged to third parties for the quantities involved. (c) Upon the withdrawal of NUCYCLE under the terms of this Section 10.6, NUCYCLE agrees to continue to perform under the terms and conditions of the litigation Production Agreement by and between it and the LLC, except that the prices charged by NUCYCLE thereunder shall be as it was prior its normal prices charged to third parties for the execution of this Altria Class Settlement Agreementquantities involved.