OR REGULATION (INCLUDING COMPLYING
WITH ANY ORAL OR WRITTEN QUESTIONS, INTERROGATORIES, REQUESTS FOR INFORMATION OR
DOCUMENTS, SUBPOENA, CIVIL INVESTIGATIVE DEMAND OR SIMILAR PROCESS TO WHICH A
STOCKHOLDER IS SUBJECT) OR BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, (III) TO
ANY THIRD PARTY TO WHOM SUCH STOCKHOLDER IS CONTEMPLATING A TRANSFER OF HIS OR
ITS SECURITIES, PROVIDED THAT SUCH TRANSFER WOULD NOT BE IN VIOLATION OF THE
PROVISIONS OF THIS AGREEMENT AND AS LONG AS SUCH THIRD PARTY IS ADVISED OF THE
CONFIDENTIAL NATURE OF SUCH INFORMATION AND AGREES TO BE BOUND BY A
CONFIDENTIALITY AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO B&G FOODS AND
SUBSTANTIALLY SIMILAR TO THE PROVISIONS HEREOF OR (IV) IF THE PRIOR CONSENT OF
THE BOARD OF DIRECTORS OF B&G FOODS SHALL HAVE BEEN OBTAINED.
NOTHING CONTAINED
HEREIN SHALL PREVENT THE USE OF CONFIDENTIAL INFORMATION IN CONNECTION WITH THE
ASSERTION OR DEFENSE OF ANY CLAIM BY OR AGAINST B&G FOODS OR ANY STOCKHOLDER.
10
(B)
"CONFIDENTIAL INFORMATION" MEANS ANY
INFORMATION CONCERNING B&G FOODS, ITS FINANCIAL CONDITION, BUSINESS,
SUBSIDIARIES, OPERATIONS OR PROSPECTS IN THE POSSESSION OF OR TO BE FURNISHED TO
ANY STOCKHOLDER IN HIS OR ITS CAPACITY AS A SHAREHOLDER OF B&G FOODS OR BY
VIRTUE OF HIS OR ITS PRESENT OR FORMER POSITION AS, OR RIGHT TO DESIGNATE, A
DIRECTOR OF B&G FOODS; PROVIDED THAT THE TERM "CONFIDENTIAL INFORMATION" DOES
NOT INCLUDE INFORMATION WHICH (A) WAS OR BECOMES GENERALLY AVAILABLE PUBLICLY
OTHER THAN AS A RESULT OF A DISCLOSURE BY A STOCKHOLDER OR HIS OR ITS PARTNERS,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, COUNSEL, INVESTMENT ADVISERS,
ACCOUNTANTS, CONSULTANTS OR REPRESENTATIVES (ALL SUCH PERSONS BEING COLLECTIVELY
REFERRED TO AS "REPRESENTATIVES") IN VIOLATION OF THIS SECTION 4.4(B) WAS OR
BECOMES AVAILABLE TO SUCH STOCKHOLDER ON A NONCONFIDENTIAL BASIS FROM A SOURCE
OTHER THAN B&G FOODS, ANY REGULATORY ENTITY OR A STOCKHOLDER OR HIS OR ITS
REPRESENTATIVES, PROVIDED THAT SUCH SOURCE IS OR WAS (AT THE TIME OF RECEIPT OF
THE RELEVANT INFORMATION) NOT, TO THE BEST OF SUCH STOCKHOLDER'S KNOWLEDGE,
BOUND BY A CONFIDENTIALITY AGREEMENT WITH B&G FOODS OR ANOTHER PERSON.
ARTICLE V
CLASS B COMMON STOCK REPURCHASES
5.1.
CLASS B COMMON STOCK REPURCHASES
(A)
FOLLOWING THE CONSUMMATION OF THE INITIAL
PUBLIC OFFERING, B&G FOODS AND THE HOLDERS OF CLASS B COMMON STOCK MAY ENTER
INTO AN AGREEMENT PURSUANT TO WHICH B&G FOODS SHALL AGREE TO REPURCHASE ALL OR A
PORTION OF THE SHARES OF CLASS B COMMON STOCK FROM THE HOLDERS OF SUCH SHARES,
PROVIDED, HOWEVER, THAT (I) UNTIL THE SECOND ANNIVERSARY OF THE DATE OF
CONSUMMATION OF THE INITIAL PUBLIC OFFERING, SHARES OF CLASS B COMMON STOCK MAY
NOT BE REPURCHASED BY B&G FOODS UNLESS AFTER GIVING EFFECT TO SUCH REPURCHASE,
THE TOTAL NUMBER OF SHARES OF CLASS B COMMON STOCK OUTSTANDING WOULD BE EQUAL TO
OR GREATER THAN 3,144,998 SHARES ON A FULLY DILUTED BASIS, AND (II) B&G FOODS
SHALL NOT EFFECT A REPURCHASE OF ANY SHARES OF CLASS B COMMON STOCK SO LONG AS
AN EVENT OF DEFAULT AS DEFINED IN THE INDENTURE (FOR THE SENIOR SUBORDINATED