Adjustment of Exchange Rate. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit or stock split, unit or stock distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of Class A Common Units, Class B Common Stock or Class C Common Stock that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Common Stock that is not accompanied by an identical subdivision or combination of Class A Common Units or Class B Common Stock or Class C Common Stock. For example, if there is a 2-for-1 stock split of Class A Common Stock and no corresponding split with respect to the Class A Common Units or Class B Common Stock or Class C Common Stock, then the Exchange Rate would be adjusted to be 2. To the extent not reflected in an adjustment to the Exchange Rate, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging Class A Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging Class A Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock is converted or changed into another security, securities or other property, this Section 9.10 shall continue to be applicable, mutatis mutandis, with respect to such other security or other property. (b) Each time that the Public Offering Entity (i) purchases Combined Units other than in connection with (A) a corresponding issuance by the Public Offering Entity of the same number of shares of Class A Common Stock (whether as a result of an Exchange or otherwise) or (B) a concurrent recapitalization of the Company that causes the number of Class A Common Units held by the Public Offering Entity to equal the number of shares of Class A Common Stock outstanding immediately following such purchase of Combined Units, or (ii) repurchases shares of Class A Common Stock without a corresponding redemption by the Company of Class A Common Units held by the Public Offering Entity, then the Exchange Rate shall be adjusted immediately following such transaction described in the immediately foregoing clauses (i) or (ii), as applicable, without any further action by the Public Offering Entity, the Company or any Class A Unitholder, as follows: the Exchange Rate shall first be set at a ratio, the numerator of which shall be the number of shares of Class A Common Stock of the Public Offering Entity then issued and outstanding, and the denominator of which shall be the number of Class A Common Units then owned by the Public Offering Entity, in each case after giving effect to the transaction that gave rise to such Exchange Rate adjustment and prior to giving effect to any event that has occurred which would give rise to an adjustment to the Exchange Rate pursuant to Section 9.10(a), and then that ratio shall be adjusted as set forth in Section 9.10(a) for each event (if any) giving rise to such Section 9.10(a) adjustment assuming that such event had occurred after the transaction that gave rise to the Exchange Rate adjustment being made pursuant to this Section 9.10(b). If at any time the Public Offering Entity issues a share of Class A Common Stock for no consideration or consideration other than cash, then the Company shall issue to the Public Offering Entity one Class A Common Unit. (c) If the Public Offering Entity pays a dividend or otherwise makes a distribution in respect of shares of Class A Common Stock, in each case of property other than cash, and such property was not acquired with cash received by the Public Offering Entity from the Company, was not Distributed to the Public Offering Entity from the Company and is not in connection with an event that results in an Exchange Rate adjustment pursuant to Section 9.10(a), then, upon any Exchange that occurs subsequent to such dividend or distribution of property, the Public Offering Entity shall distribute to the Class A Unitholder conducting such Exchange the property that such Class A Unitholder would have received in such prior dividend or distribution in respect of the shares of Class A Common Stock received by such Class A Unitholder in such Exchange if such Exchange had occurred immediately prior to the record date for such prior dividend or distribution.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (loanDepot, Inc.), Limited Liability Company Agreement (loanDepot, Inc.)
Adjustment of Exchange Rate. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit or stock split, unit or stock distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of Class A Common Units, Class B Common Stock or Class C Common Stock that is not accompanied by an identical subdivision or combination of the Class A Common Stock or Class D Common Stock, as applicable; or (b) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Common Stock or Class D Common Stock, as applicable, that is not accompanied by an identical subdivision or combination of Class A Common Units or Class B Common Stock or Class C Common Stock. For example, if there is a 2-for-1 stock split of Class A Common Stock or Class D Common Stock and no corresponding split with respect to the Class A Common Units or Class B Common Stock or Class C Common Stock, as applicable, then the Exchange Rate would be adjusted to be 2. To the extent not reflected in an adjustment to the Exchange Rate, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock or Class D Common Stock, as applicable, are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging Class A Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging Class A Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock or Class D Common Stock, as applicable, is converted or changed into another security, securities or other property, this Section 9.10 shall continue to be applicable, mutatis mutandis, with respect to such other security or other property.
(b) Each time that the Public Offering Entity (i) purchases Combined Units other than in connection with (A) a corresponding issuance by the Public Offering Entity of the same number of shares of Class A Common Stock or Class D Common Stock (whether as a result of an Exchange or otherwise) or (B) a concurrent recapitalization of the Company that causes the number of Class A Common Units held by the Public Offering Entity to equal the number of shares of Class A Common Stock and Class D Common Stock outstanding immediately following such purchase of Combined Units, or (ii) repurchases shares of Class A Common Stock or Class D Common Stock without a corresponding redemption by the Company of Class A Common Units held by the Public Offering Entity, then the Exchange Rate shall be adjusted immediately following such transaction described in the immediately foregoing clauses (i) or (ii), as applicable, without any further action by the Public Offering Entity, the Company or any Class A Unitholder, as follows: the Exchange Rate shall first be set at a ratio, the numerator of which shall be the number of shares of Class A Common Stock and Class D Common Stock of the Public Offering Entity then issued and outstanding, and the denominator of which shall be the number of Class A Common Units then owned by the Public Offering Entity, in each case after giving effect to the transaction that gave rise to such Exchange Rate adjustment and prior to giving effect to any event that has occurred which would give rise to an adjustment to the Exchange Rate pursuant to Section 9.10(a), and then that ratio shall be adjusted as set forth in Section 9.10(a) for each event (if any) giving rise to such Section 9.10(a) adjustment assuming that such event had occurred after the transaction that gave rise to the Exchange Rate adjustment being made pursuant to this Section 9.10(b). If at any time the Public Offering Entity issues a share of Class A Common Stock or Class D Common Stock for no consideration or consideration other than cash, then the Company shall issue to the Public Offering Entity one Class A Common Unit.
(c) If the Public Offering Entity pays a dividend or otherwise makes a distribution in respect of shares of Class A Common Stock or Class D Common Stock, in each case of property other than cash, and such property was not acquired with cash received by the Public Offering Entity from the Company, was not Distributed distributed to the Public Offering Entity from the Company and is not in connection with an event that results in an Exchange Rate adjustment pursuant to Section 9.10(a), then, upon any Exchange that occurs subsequent to such dividend or distribution of property, the Public Offering Entity shall distribute to the Class A Unitholder conducting such Exchange the property that such Class A Unitholder would have received in such prior dividend or distribution in respect of the shares of Class A Common Stock or Class D Common Stock received by such Class A Unitholder in such Exchange if such Exchange had occurred immediately prior to the record date for such prior dividend or distribution.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Clearwater Analytics Holdings, Inc.), Limited Liability Company Agreement (Clearwater Analytics Holdings, Inc.)
Adjustment of Exchange Rate. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit or stock split, unit or stock distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of Class A Common Units, Units or Class B Common Stock or Class C Common Stock that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Common Stock that is not accompanied by an identical subdivision or combination of Class A Common Units or Class B Common Stock or Class C Common Stock. For example, if there is a 2-for-1 2 for 1 stock split of Class A Common Stock and no corresponding split with respect to the Class A Common Units or Class B Common Stock or Class C Common Stock, then the Exchange Rate would be adjusted to be 2. To the extent not reflected in an adjustment to the Exchange Rate, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging Class A Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging Class A Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock is converted or changed into another security, securities or other property, this Section 9.10 shall continue to be applicable, mutatis mutandis, with respect to such other security or other property.
(b) Each time that the Public Offering Entity Corporation (i) purchases Combined Units other than in connection with (A) a corresponding issuance by the Public Offering Entity Corporation of the same number of shares of Class A Common Stock (whether as a result of an Exchange or otherwise) or (B) a concurrent recapitalization of the Company that causes the number of Class A Common Units held by the Public Offering Entity Corporation to equal the number of shares of Class A Common Stock outstanding immediately following such purchase of Combined Units, or (ii) repurchases shares of Class A Common Stock without a corresponding redemption by the Company of Class A Common Units held by the Public Offering EntityCorporation, then the Exchange Rate shall be adjusted immediately following such transaction described in the immediately foregoing clauses (i) or (ii), as applicabletransaction, without any further action by the Public Offering EntityCorporation, the Company or any Class A Unitholder, as follows: the Exchange Rate shall first be set at a ratio, the numerator of which shall be the number of shares of Class A Common Stock of the Public Offering Entity then Corporation then-issued and outstanding, outstanding and the denominator of which shall be the number of Class A Common Units then then-owned by the Public Offering EntityCorporation, in each case after giving effect to the transaction that gave rise to such Exchange Rate adjustment and prior to giving effect to any event that has occurred which would give rise to an adjustment to the Exchange Rate pursuant to Section 9.10(a), and then that ratio shall be adjusted as set forth in Section 9.10(a) for each event (if any) giving rise to such Section 9.10(a) adjustment assuming that such event had occurred after the transaction that gave rise to the Exchange Rate Ratio adjustment being made pursuant to this Section 9.10(b). If at any time the Public Offering Entity issues a share of Class A Common Stock for no consideration or consideration other than cash, then the Company shall issue to the Public Offering Entity one Class A Common Unit.
(c) If the Public Offering Entity Corporation pays a dividend or otherwise makes a distribution in respect of shares of Class A Common Stock, in each case of property other than cash, cash and such property was not acquired with cash received by Distributed to the Public Offering Entity Corporation from the Company, was not Distributed to the Public Offering Entity from the Company and is not in connection with an event that results in an Exchange Rate adjustment pursuant to Section 9.10(a), then, upon any Exchange that occurs subsequent to such dividend or distribution of property, the Public Offering Entity Corporation shall distribute to the Class A Unitholder conducting such Exchange the property that such Class A Unitholder would have received in such prior dividend or distribution in respect of the shares of Class A Common Stock received by such Class A Unitholder in such Exchange if such Exchange had occurred immediately prior to the record date for such prior dividend or distribution.
(d) Upon any Exchange that occurs when an Excess Distributed Cash Amount exists, the Corporation shall pay to the Class A Unitholder conducting such Exchange, with respect to each share of Class A Common Stock received in such Exchange, the sum of all Per-Share Amounts previously paid by the Corporation that resulted in such Excess Distributed Cash Amount. For the purposes of this Section 9.10(d), “Excess Distributed Cash Amount” shall mean, with respect to any Exchange, the amount, if any, by which (i) the cumulative amount of all cash dividends paid, and other cash distributions made, by the Corporation in respect of shares of Class A Common Stock, exceeds (ii) an amount equal to the excess, if any, of (A) the cumulative amount of all cash Distributed to the Corporation by the Company, over (B) the cumulative amount of payments made by the Corporation for any purpose other than (I) the payment by the Corporation of such cash dividends or distributions and (II) the repayment of the principal amount of debt, if any, incurred by the Corporation, in each case as measured at the time of such Exchange. “Per-Share Amount” shall mean, with respect to any prior dividend or distribution that created (or increased) an Excess Distributed Cash Amount, (x) the amount of (or increase in) such Excess Distributed Cash Amount divided by (y) the number of shares of Class A Common Stock outstanding at the time of such dividend or distribution. If the Excess Distributed Cash Amount, as of the time of any determination, is less than it would have been immediately following the prior dividends or distributions that created (or increased) it, then the Per-Share Amount with respect to the most recent such prior dividends or distributions shall be reduced to reflect the reduction in the Excess Distributed Cash Amount that exists as of such time of determination, with such Excess Distributed Cash Amount being matched against the most recent such dividend or distribution up to the entire amount of such dividend or distribution and any remaining amount of such Excess Distributed Cash Amount being matched against the most recent of each of the remaining prior dividends or distributions up to the entire amount of each such dividend or distribution until the entire amount of such Excess Distributed Cash Amount has been matched against prior dividends and distributions.
Appears in 1 contract
Samples: Limited Liability Company Agreement (loanDepot, Inc.)
Adjustment of Exchange Rate. The Exchange Rate shall be subject to adjustment and the Exchange Property shall be subject to change as follows:
(a) The Exchange Rate shall be adjusted accordingly (and, if there is: applicable, the Exchange Property shall be changed) upon the (ai) any distribution of a dividend on Exchange Property in the same type of Exchange Property, (ii) combination of Exchange Property into a smaller number of shares or other units, (iii) subdivision of outstanding shares or other units of Exchange Property, (iv) conversion or reclassification of Exchange Property by any unit issuance or stock splitexchange of other securities or (v) a consolidation, unit merger or stock binding share exchange or a transfer of all or substantially all of the Issuer's assets (each of the foregoing an "Exchange Adjustment Event"). In such an event, the Exchange Rate in effect immediately before such action shall be adjusted (and if applicable the Exchange Property shall be changed) to reflect the amount of cash or the kind and amount of property that a Holder of Exchange Property would have owned or been entitled to receive upon or by reason of such event if the Preferred Securities had been exchanged for such Exchange Property immediately before such event. Such adjustment shall become effective retroactively immediately after the record date in the case of a dividend or distribution or dividendand shall become effective retroactively immediately after the effective date in the case of a subdivision, combination, conversion, reclassification, reorganizationconsolidation, recapitalization merger, share exchange or otherwise) transfer specified in this Section 10.08(a). For the purposes of this Section 10.08(a), each Holder shall be deemed to have failed to exercise any right to elect the kind or combination (by reverse unit or stock splitamount of Exchange Property receivable upon the payment of any such dividend, subdivision, combination, conversion, reclassification, reorganizationconsolidation, recapitalization merger, share exchange or otherwisetransfer specified in this Section 10.08(a), provided that if the kind or amount of Exchange Property receivable upon such dividend, subdivision, combination, conversion, reclassification, consolidation, merger, share exchange or transfer specified in this Section 10.08(a) of Class A Common Units, Class B Common Stock or Class C Common Stock that is not accompanied the same for each nonelecting share or other unit, then the kind and amount of property receivable upon such dividend, subdivision, combination, conversion, reclassification, consolidation, merger or share exchange or transfer specified in this Section 10.08(a) for each nonelecting share shall be deemed to be the kind and amount so receivable per share or other unit by an identical subdivision or combination a plurality of the Class A Common Stock; nonelecting shares or other units.
(b) any subdivision Upon a distribution of cash or other property (by any stock splitincluding rights, stock dividend warrants or distributionother securities) on Exchange Property of a particular type (excluding (i) ordinary periodic cash dividends and distributions, reclassificationif any, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Common Stock that is not accompanied paid from time to time by an identical subdivision or combination of Class A Common Units or Class B Common Stock or Class C Common Stock. For exampleIssuer that do not constitute Extraordinary Cash Dividends, if there is a 2-for-1 stock split of Class A Common Stock and no corresponding split with respect to the Class A Common Units or Class B Common Stock or Class C Common Stock, then the Exchange Rate would be adjusted to be 2. To the extent not reflected (ii) interest (whether in an adjustment to the Exchange Rate, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are converted or changed into another securitycash, securities or other property, then upon any subsequent Exchange, an exchanging Class A Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging Class A Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt), if there any, paid in respect thereof and (iii) dividends payable in Exchange Property for which adjustment is any reclassificationmade in Section 10.08(a), reorganizationif any, recapitalization or other similar transaction in which the Class A Common Stock is converted or changed into another security, securities or other property, this Section 9.10 shall continue to be applicable, mutatis mutandis, with respect to such other security or other property.
(b) Each time that the Public Offering Entity (i) purchases Combined Units other than in connection with (A) a corresponding issuance by the Public Offering Entity of the same number of shares of Class A Common Stock (whether as a result of an Exchange or otherwise) or (B) a concurrent recapitalization of the Company that causes the number of Class A Common Units held by the Public Offering Entity to equal the number of shares of Class A Common Stock outstanding immediately following such purchase of Combined Units, or (ii) repurchases shares of Class A Common Stock without a corresponding redemption by the Company of Class A Common Units held by the Public Offering Entity, then the Exchange Rate shall be adjusted immediately following such transaction described in adjusted, subject to the immediately foregoing clauses provisions of paragraph (iC) or (iiof this Section 10.08(b), as applicable, without any further action by in accordance with the Public Offering Entity, following formula: R' = R x M/(M-F) where: R' = the Company or any Class A Unitholder, as follows: adjusted Exchange Rate. R = the current Exchange Rate shall first be set at a ratio, the numerator of which shall be the number of shares of Class A Common Stock of the Public Offering Entity then issued and outstanding, and the denominator of which shall be the number of Class A Common Units then owned by the Public Offering Entity, in each case after giving effect to the transaction that gave rise to such Exchange Rate adjustment and prior to giving effect to any event that has occurred which would give rise to an adjustment to the Exchange Rate pursuant to Section 9.10(a), and then that ratio shall be adjusted as set forth in Section 9.10(a) for each event (if any) giving rise to such Section 9.10(a) adjustment assuming that such event had occurred after the transaction that gave rise to the Exchange Rate adjustment being made pursuant to this Section 9.10(b). If at any time the Public Offering Entity issues a share of Class A Common Stock for no consideration or consideration other than cash, then the Company shall issue to the Public Offering Entity one Class A Common UnitRate.
(c) If the Public Offering Entity pays a dividend or otherwise makes a distribution in respect of shares of Class A Common Stock, in each case of property other than cash, and such property was not acquired with cash received by the Public Offering Entity from the Company, was not Distributed to the Public Offering Entity from the Company and is not in connection with an event that results in an Exchange Rate adjustment pursuant to Section 9.10(a), then, upon any Exchange that occurs subsequent to such dividend or distribution of property, the Public Offering Entity shall distribute to the Class A Unitholder conducting such Exchange the property that such Class A Unitholder would have received in such prior dividend or distribution in respect of the shares of Class A Common Stock received by such Class A Unitholder in such Exchange if such Exchange had occurred immediately prior to the record date for such prior dividend or distribution.
Appears in 1 contract
