Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. If the Investors LLC Parties desire to Transfer or exchange directly or indirectly (by merger or otherwise), at least 50% of the Shares beneficially owned by the Investors LLC Parties (any such transaction being referred to herein as an "Exit Sale") to any Person who is not an Affiliate of the transferring Investors LLC Party or an Affiliate of Investors, Investors may require, pursuant to a written notice delivered to the SSC Parties at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties sell to the prospective purchaser, concurrently with and on the terms (including price) and subject to the conditions of the Exit Sale, up to that number of Shares owned by the SSC Parties as shall equal the product of (x) a fraction, the numerator of which is the number of Shares held by the Investors LLC Parties proposed to be acquired in the Exit Sale and the denominator of which is the number of Shares owned by the Investors LLC Parties, and (y) the number of Shares owned by the SSC Parties. If the Investors LLC Parties propose the Transfer of all or substantially all of the assets or business, (whether by merger, sale or otherwise) of the Company, then Investors and the Company shall have the right to require the SSC Parties to take promptly all action necessary or appropriate (including voting their Shares in favor of such transaction) in order to effect such transaction. Each of the SSC Parties covenants and agrees that it shall take such actions as are necessary to consummate the transactions contemplated by this Section 4.3. Any indemnification provided in connection with any Transfer made pursuant to this Section 4.3 shall be on a several and not joint basis and any such indemnification shall be pro-rata in accordance with the number of Shares Transferred or proceeds received and any such indemnification shall be limited to the proceeds received by such SSC Party in connection with the transaction.

Take-Along Rights. If If, prior to an IPO, any member of the Investor Group, any affiliate of any member of the Investor Group, or any officer, director, employee, participant, shareholder or member of any member of the Investor Group, or any affiliate thereof (together, the “Investors LLC Parties Parties”) desire to Transfer or exchange directly or indirectly (by merger or otherwise), at least 50% %, individually or in the aggregate, of the Shares shares of Common Stock beneficially owned by all Investors Parties in the Investors LLC Parties aggregate (any such transaction being referred to herein as an "“Exit Sale"”) to any Person person who is not an Affiliate affiliate of any of the transferring Investors LLC Party or Parties, an Affiliate of Investors, Investors Investor may require, pursuant to a written notice delivered to the SSC Parties Subscriber at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties Subscriber sell to the prospective purchaser, concurrently with and on the terms (including price) and subject to the conditions of the Exit Sale, up to that number of Shares owned by the SSC Parties Subscriber as shall equal the product of (x) a fraction, the numerator of which is the number of Shares shares of Common Stock held by the Investors LLC Parties proposed to be acquired transferred in the Exit Sale and the denominator of which is the number of Shares shares of Common Stock owned by all Investors Parties in the Investors LLC Partiesaggregate, and (y) the number of Shares owned by the SSC PartiesSubscriber. If the Investors LLC Parties propose the Transfer of all or substantially all of the assets or business, business (whether by merger, sale or otherwise) of the CompanyCorporation, then the Investors and the Company Corporation shall have the right to require the SSC Parties Subscriber to take promptly all action necessary or appropriate (including voting their Shares in favor of such transaction) in order to effect such transaction. Each of the SSC Parties The Subscriber covenants and agrees that it shall take such actions as are necessary to consummate the transactions contemplated by this Section 4.3. Any indemnification provided in connection with any Transfer made pursuant to this Section 4.3 shall be on a several and not joint basis and any such indemnification shall be pro-rata in accordance with the number of Shares Transferred or proceeds received and any such indemnification shall be limited to the proceeds received by such SSC Party in connection with the transactionparagraph.

Take-Along Rights. If In the Investors LLC Parties desire event of a proposed Sale of the Company, hereinafter defined, in connection with which all of the Principal's interest in the Company's Capital Stock is to Transfer be sold, exchanged or transferred, the Principal shall have the right to require each Holder to sell, transfer or exchange directly to the Prospective Purchaser in such Sale of the Company all of such Holder's respective Warrants and Warrant Shares. Any Warrants and Warrant Shares acquired pursuant to this Section 15(b) shall be paid and contracted for at the same price per share and otherwise upon the same terms and conditions as the sale, transfer or indirectly exchange by the Principal of its shares to the Prospective Purchaser in such Sale of the Company (it being understood and agreed that such terms and conditions do not include the making of any representations and warranties, indemnities or other similar agreement or the making of any material covenants other than the representations, warranties and indemnities as to such Holders' ownership of such Warrants or Warrant Shares (or both) free and clear of all liens, claims and encumbrances, such Holders' due authority and power to sell such Warrants or Warrant Shares (or both) and such matters pertaining to compliance with the securities laws as the Prospective Purchaser may reasonably require; provided, however such Holders will be subject to any escrow obligations to which the Principal is subject with respect to the consideration received in the transaction on a pro rata basis not to exceed the aggregate consideration to be received by such Holders in the transaction). For purposes of the foregoing, "Sale of the Company" means the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or otherwiseconsolidation), at least 50% in one or a series of the Shares beneficially owned by the Investors LLC Parties (any such transaction being referred to herein as an "Exit Sale") to any Person who is not an Affiliate of the transferring Investors LLC Party or an Affiliate of Investorsrelated transactions, Investors may require, pursuant to a written notice delivered to the SSC Parties at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties sell to the prospective purchaser, concurrently with and on the terms (including price) and subject to the conditions of the Exit Sale, up to that number of Shares owned by the SSC Parties as shall equal the product of (x) a fraction, the numerator of which is the number of Shares held by the Investors LLC Parties proposed to be acquired in the Exit Sale and the denominator of which is the number of Shares owned by the Investors LLC Parties, and (y) the number of Shares owned by the SSC Parties. If the Investors LLC Parties propose the Transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange Act) or business"group" (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Principals, (whether by mergerii) the adoption of a plan relating to the liquidation or dissolution of the Company or of Fonda, sale Sweetheart or otherwiseSweetheart Cup, (iii) the consummation of any txxxxxction (including, without limitation, any merger or consolidation) the result of which is that any "person" or "group" (as defined above), other than the Principals, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of a direct or indirect majority in interest (more than 50%) of the voting power of the Voting Stock of the Company, then Investors and (iv) the failure of the Principals to own at least fifty-one percent (51%) of the Equity Interests of the Company, (v) the failure of Dennis Mehiel, individually, to own at least forty-five percent (45%) xx xxx Xxxxty Interests of the Company, or (vi) the first day on which more than a majority of the members of the Board of Directors of the Company shall have are not Continuing Directors. For purposes of the right foregoing definition, any transfer of an equity interest of an entity that was formed for the purpose of acquiring Voting Stock of the Company will be deemed to require the SSC Parties to take promptly all action necessary or appropriate (including voting their Shares in favor be a transfer of such transaction) in order portion of such Voting Stock as corresponds to effect such transaction. Each the portion of the SSC Parties covenants and agrees equity of such entity that it has been so transferred. Notwithstanding the foregoing, the Holders shall take such actions as are necessary to consummate the transactions contemplated not be bound by this Section 4.315(b) if any part of the consideration for such sale, transfer or issuance is anything other than cash or Marketable Securities. Any indemnification provided in connection with any Transfer made pursuant to this Section 4.3 shall be "Marketable Securities" means Securities registered under the Exchange Act and listed on a several and not joint basis and any such indemnification shall be pro-rata in accordance with nationally recognized stock exchange, including, without limitation, the number of Shares Transferred or proceeds received and any such indemnification shall be limited to the proceeds received by such SSC Party in connection with the transactionNASDAQ National Market System.

Take-Along Rights. If If, prior to an IPO, the Investors LLC Parties desire to Transfer or exchange directly or indirectly (by merger or otherwise), at least 50% of the Shares beneficially owned by the Investors LLC Parties (any such transaction being referred to herein as an "Exit Sale") to any Person who is not an Affiliate of the transferring Investors LLC Party or an Affiliate of Investors, Investors may require, pursuant to a written notice delivered to the SSC Employee Parties at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties each Employee Party sell to the prospective purchaser, concurrently with and on the terms (including price) and subject to the conditions of the Exit Sale, up to that number of Shares owned by the SSC Parties each Employee Party as shall equal the product of (x) a fraction, the numerator of which is the number of Shares held by the Investors LLC Parties proposed to be acquired transferred in the Exit Sale and the denominator of which is the number of Shares owned by the Investors LLC Parties, and (y) the number of Shares owned by the SSC Partiessuch Employee Party. If the Investors LLC Parties propose the Transfer of all or substantially all of the assets or business, (whether by merger, sale or otherwise) of the Company, then Investors and the Company shall have the right to require the SSC Employee Parties to take promptly all action necessary or appropriate (including voting their Shares in favor of such transaction) in order to effect such transaction. Each of the SSC Employee Parties covenants and agrees that it shall take such actions as are necessary to consummate the transactions contemplated by this Section 4.34.2. Any indemnification provided in connection with any Transfer made pursuant to this Section 4.3 4.2 shall be on a several and not joint basis and any such indemnification shall be pro-rata in accordance with the number of Shares Transferred or proceeds received and any such indemnification shall be limited to the proceeds received by such SSC Employee Party in connection with the transaction.

Take-Along Rights. If Each Management Shareholder agrees that if any ----------------- Investor or Investors holding, in the Investors LLC Parties desire to Transfer or exchange directly or indirectly (by merger or otherwise)aggregate, at least 50% a majority of the outstanding Ordinary Shares beneficially owned (such Investor or Investors, the "Majority Investors") receive an offer from a third party to purchase or otherwise acquire at least a majority of the outstanding Ordinary Shares, such Management Shareholder shall, at the request of such Majority Investors, be required to Transfer that percentage of his or her vested Preferred Shares and that percentage of his or her vested Ordinary Shares equal to the percentage of the Preferred Shares and/or Ordinary Shares (as the case may be) held by the Majority Investors LLC Parties being transferred at the same price per Preferred Share and/or Ordinary Share (any as the case may be) and upon the terms, conditions, and provisions, if any, of the offer so accepted by the Majority Investors, including making the same representations, warranties, covenants, indemnities and agreements that the Majority Investors agree to make (except that, in the case of representations, warranties, conditions, covenants, indemnities and agreements pertaining specifically to the Majority Investors, each such transaction being Management Shareholder shall make the comparable representations, warranties, covenants, indemnities and agreements and shall agree to comparable conditions, in each case to the extent applicable and pertaining specifically to itself and only to itself); provided that all representations, warranties, covenants, indemnities and agreements (other than those referred to herein as an "Exit Sale"in the immediately preceding exception) to shall be made by each Majority Investor and each such Management Shareholder severally and not jointly and that any Person who is not an Affiliate liability of the transferring Investors LLC Party or an Affiliate Majority Investor and such Management Shareholders thereunder shall be borne by each of Investors, Investors may require, pursuant them on a pro rata basis determined according to a written notice delivered to the SSC Parties at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties sell to the prospective purchaser, concurrently with and on the terms (including price) and subject to the conditions of the Exit Sale, up to that number of Shares owned by the SSC Parties as shall equal the product of (x) a fraction, the numerator of which is the number of Shares held sold by each of them. In the Investors LLC Parties proposed to be acquired in the Exit Sale and the denominator of which event that any such Transfer is the number of Shares owned by the Investors LLC Parties, and (y) the number of Shares owned by the SSC Parties. If the Investors LLC Parties propose the Transfer of all or substantially all of the assets or business, (whether by structured as a merger, sale consolidation or otherwise) of the Companysimilar business combination, then Investors and the Company shall have the right each such Management Shareholder agrees to require the SSC Parties to take promptly all action necessary or appropriate (including voting their Shares vote in favor of such transaction) in order the transaction and take all action to effect such transaction. Each of the SSC Parties covenants and agrees that it shall take such actions as are necessary to consummate the transactions contemplated by this Section 4.3. Any indemnification provided in connection with waive any Transfer made pursuant to this Section 4.3 shall be on a several and not joint basis and any such indemnification shall be pro-rata in accordance with the number of Shares Transferred dissenters, appraisal or proceeds received and any such indemnification shall be limited to the proceeds received by such SSC Party in connection with the transactionother similar rights.

Take-Along Rights. If Each Management Shareholder agrees that if any ----------------- Investor or Investors holding, in the Investors LLC Parties desire to Transfer or exchange directly or indirectly (by merger or otherwise)aggregate, at least 50% a majority of the outstanding Ordinary Shares beneficially owned (such Investor or Investors, the "Majority -------- Investors") receive an offer from a third party to purchase or otherwise acquire --------- at least a majority of the outstanding Ordinary Shares, such Management Shareholder shall, at the request of such Majority Investors, be required to Transfer that percentage of his or her vested Preferred Shares and that percentage of his or her vested Ordinary Shares equal to the percentage of the Preferred Shares and/or Ordinary Shares (as the case may be) held by the Majority Investors LLC Parties being transferred at the same price per Preferred Share and/or Ordinary Share (any as the case may be) and upon the terms, conditions, and provisions, if any, of the offer so accepted by the Majority Investors, including making the same representations, warranties, covenants, indemnities and agreements that the Majority Investors agree to make (except that, in the case of representations, warranties, conditions, covenants, indemnities and agreements pertaining specifically to the Majority Investors, each such transaction being Management Shareholder shall make the comparable representations, warranties, covenants, indemnities and agreements and shall agree to comparable conditions, in each case to the extent applicable and pertaining specifically to itself and only to itself); provided that all representations, warranties, covenants, -------- indemnities and agreements (other than those referred to herein as an "Exit Sale"in the immediately preceding exception) to shall be made by each Majority Investor and each such Management Shareholder severally and not jointly and that any Person who is not an Affiliate liability of the transferring Investors LLC Party or an Affiliate Majority Investor and such Management Shareholders thereunder shall be borne by each of Investors, Investors may require, pursuant them on a pro rata basis determined according to a written notice delivered to the SSC Parties at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties sell to the prospective purchaser, concurrently with and on the terms (including price) and subject to the conditions of the Exit Sale, up to that number of Shares owned by the SSC Parties as shall equal the product of (x) a fraction, the numerator of which is the number of Shares held sold by each of them. In the Investors LLC Parties proposed to be acquired in the Exit Sale and the denominator of which event that any such Transfer is the number of Shares owned by the Investors LLC Parties, and (y) the number of Shares owned by the SSC Parties. If the Investors LLC Parties propose the Transfer of all or substantially all of the assets or business, (whether by structured as a merger, sale consolidation or otherwise) of the Companysimilar business combination, then Investors and the Company shall have the right each such Management Shareholder agrees to require the SSC Parties to take promptly all action necessary or appropriate (including voting their Shares vote in favor of such transaction) in order the transaction and take all action to effect such transaction. Each of the SSC Parties covenants and agrees that it shall take such actions as are necessary to consummate the transactions contemplated by this Section 4.3. Any indemnification provided in connection with waive any Transfer made pursuant to this Section 4.3 shall be on a several and not joint basis and any such indemnification shall be pro-rata in accordance with the number of Shares Transferred dissenters, appraisal or proceeds received and any such indemnification shall be limited to the proceeds received by such SSC Party in connection with the transactionother similar rights.

Take-Along Rights. If If, prior to an IPO, the Investors LLC Parties desire to Transfer or exchange directly or indirectly (by merger or otherwise), at least 50% of the Shares beneficially owned by the Investors LLC Parties (any such transaction being referred to herein as an "Exit Sale") to any Person who is not an Affiliate of the transferring Investors LLC Party or an Affiliate of Investors, Investors may require, pursuant to a written notice delivered to the SSC Employee Parties at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties each Employee Party sell to the prospective purchaser, concurrently with and on the terms (including price) and subject to the conditions of the Exit Sale, up to that number of Shares owned by the SSC Parties each Employee Party as shall equal the product of (x) a fraction, the numerator of which is the number of Shares held by the Investors LLC Parties proposed to be acquired transferred in the Exit Sale and the denominator of which is the number of Shares owned by the Investors LLC Parties, and (y) the number of Shares owned by the SSC Partiessuch Employee Party. If the Investors LLC Parties propose the Transfer of all or substantially all of the assets or business, (whether by merger, sale or otherwise) of the Company, then Investors and the Company shall have the right to require the SSC Employee Parties to take promptly all action necessary or appropriate (including voting their Shares in favor of such transaction) in order to effect such transaction. Each of the SSC Employee Parties covenants and agrees that it shall take such actions as are necessary to consummate the transactions contemplated by this Section 4.3. Any indemnification provided in connection with any Transfer made pursuant to this Section 4.3 shall be on a several and not joint basis and any such indemnification shall be pro-rata in accordance with the number of Shares Transferred or proceeds received and any such indemnification shall be limited to the proceeds received by such SSC Party in connection with the transaction.this