Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units 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 the LLC Units. 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 LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC Unit.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sierra Income Corp), Agreement and Plan of Merger (Medley Management Inc.), Exchange Agreement (Vista Proppants & Logistics Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units 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 the LLC Units. 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 LLC Unitholder each Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Member 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. Except For the avoidance of doubt, 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, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Units held by the Members and their Permitted Transferees as of the date hereof, as well as any Units hereafter acquired by a Member and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Units” shall be deemed to include, any security, securities or other property of Holdings which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange Units by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 5 contracts
Samples: Exchange Agreement, Exchange Agreement (Malibu Boats, Inc.), Exchange Agreement (Malibu Boats, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Holdings Units 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 the LLC Holdings Units. 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 LLC Holdings Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Holdings 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. Except For the avoidance of doubt, 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, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Holdings Units held by the Holdings Unitholders and their Permitted Transferees as of the date hereof, as well as any Holdings Units hereafter acquired by a Holdings Unitholder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Holdings Units” shall be deemed to include, any security, securities or other property of Holdings which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange Holdings Units by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 5 contracts
Samples: Exchange Agreement (FXCM Inc.), Exchange Agreement (FXCM Inc.), Exchange Agreement (DynaVox Inc.)
Adjustment. (a) The Exchange Rate with respect to the Class C Paired Interests and/or the components of a Class C Paired Interest shall be adjusted accordingly if there is: (ai) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class C Common Stock or Holdings Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (bii) any subdivision (by any stock split, stock dividend or distributiondividend, 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 a substantively identical subdivision or combination of the LLC shares of Class C Common Stock and Holdings Units. 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 LLC Unitholder Exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Holder 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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. Except as For the avoidance of doubt, 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, this Section 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Class C Paired Interests” shall be deemed to include, any security, securities or other property of RocketCo or the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shares of Class C Common Stock or Holdings Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(b) The Exchange Rate with respect to the Class D Paired Interests and/or the components of a Class D Paired Interest shall be made adjusted accordingly if there is: (i) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class D Common Stock or Holdings Units that is not accompanied by a substantively identical subdivision or combination of the Class B Common Stock; or (ii) any subdivision (by any stock split, stock dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class B Common Stock that is not accompanied by a substantively identical subdivision or combination of the shares of Class D Common Stock and Holdings Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class B Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Holder shall be entitled to receive the exchange amount of such security, securities or other property that such Exchanging Holder 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 LLC Unitsubdivision (by any split, dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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 B Common Stock are converted or changed into another security, securities or other property, this Section 2.03(b) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Class D Paired Interests” shall be deemed to include, any security, securities or other property of RocketCo or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class D Common Stock or Holdings Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(c) This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees.
Appears in 5 contracts
Samples: Exchange Agreement (Rocket Companies, Inc.), Exchange Agreement (Rocket Companies, Inc.), Exchange Agreement (Rocket Companies, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit share split, unit share distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit share split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units Sub Shares that is not accompanied by an identical subdivision or combination of the Class A Common Stock; Ordinary Shares 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 Ordinary Shares that is not accompanied by an identical subdivision or combination of the LLC UnitsSub Shares. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Ordinary Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Member would have received if such Exchange had occurred immediately prior to the effective date time 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC UnitSub Share.
Appears in 4 contracts
Samples: Exchange Agreement (Aeries Technology, Inc.), Exchange Agreement (Aeries Technology, Inc.), Business Combination Agreement (Worldwide Webb Acquisition Corp.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if If there is: (a) any subdivision (by any unit share split, unit share distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit share split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units SVM Shares that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or Company Shares, (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 Company Shares that is not accompanied by an identical subdivision or combination of the LLC Units. If there is SVM Shares, or (c) any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Company Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, then, in any of case (a)-(c), the Exchange Rate shall be adjusted such that an exchanging LLC Unitholder Exchanging Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Member would have received if such Exchange had occurred immediately prior to the effective date time 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC UnitSVM Share.
Appears in 4 contracts
Samples: Exchange Agreement (SRIVARU Holding LTD), Exchange Agreement (SRIVARU Holding LTD), Exchange Agreement (SRIVARU Holding LTD)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class B Common Stock or Common Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class A Common Stock that is not accompanied by an a substantively identical subdivision or combination of the LLC shares of Class B Common Stock or Common Units. If 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 is converted or changed or exchanged into or for another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Member 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. Except as may 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 or exchanged into or for another security, securities or other property, this Section 2.2 shall continue to be required in the immediately preceding sentenceapplicable, no adjustments in mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security or other property.
Appears in 3 contracts
Samples: Exchange Agreement, Exchange Agreement (Carvana Co.), Exchange Agreement (Carvana Co.)
Adjustment. (a) The Exchange Rate with respect to the Class C Paired Interests and/or the components of a Class C Paired Interest shall be adjusted accordingly if there is: (ai) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class C Common Stock or Common Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (bii) any subdivision (by any stock split, stock dividend or distributiondividend, 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 a substantively identical subdivision or combination of the LLC shares of Class C Common Stock and Common Units. 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 LLC Unitholder Exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Holder 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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. Except as For the avoidance of doubt, 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, this Section 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Class C Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shares of Class C Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(b) The Exchange Rate with respect to the Class D Paired Interests and/or the components of a Class D Paired Interest shall be made adjusted accordingly if there is: (i) any subdivision (by any stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class D Common Stock or Common Units that is not accompanied by a substantively identical subdivision or combination of the Class B Common Stock; or (ii) any subdivision (by any stock split, stock dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class B Common Stock that is not accompanied by a substantively identical subdivision or combination of the shares of Class D Common Stock and Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class B Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Holder shall be entitled to receive the exchange amount of such security, securities or other property that such Exchanging Holder 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 LLC Unitsubdivision (by any split, dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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 B Common Stock are converted or changed into another security, securities or other property, this Section 2.03(b) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Class D Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class D Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(c) This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees.
Appears in 3 contracts
Samples: Exchange Agreement (Virtu Financial, Inc.), Exchange Agreement (Virtu Financial, Inc.), Exchange Agreement (Virtu Financial, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units 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 the LLC Units. 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 LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC 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. Except For the avoidance of doubt, 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, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the LLC Units held by the LLC Unitholders and their Permitted Transferees as of the date hereof, as well as any LLC Units hereafter acquired by an LLC Unitholder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “LLC Units” shall be deemed to include, any security, securities or other property of HDD which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange LLC Units by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 3 contracts
Samples: Exchange Agreement (Truett-Hurst, Inc.), Exchange Agreement (Truett-Hurst, Inc.), Exchange Agreement (Truett-Hurst, Inc.)
Adjustment. (a) On the date hereof, the Exchange Rate shall be 1 for 1. The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units PICO Membership Interests that is not accompanied by an identical subdivision or combination of the Class A Common StockShares; or (bii) 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 Shares that is not accompanied by an identical subdivision or combination of the LLC UnitsPICO Membership Interests. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchangeexchange, an exchanging LLC Unitholder PICO shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder PICO would have received if such Exchange 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. Except as may For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, this Section 2.2 shall continue to be required in the immediately preceding sentenceapplicable, no adjustments in mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security or other property.
Appears in 3 contracts
Samples: Exchange Agreement (UCP, Inc.), Exchange Agreement (UCP, Inc.), Exchange Agreement (UCP, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units 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 the LLC Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder each Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Member 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. Except For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, this Section 9.5 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Units and Class B Shares held by the Members and their Permitted Transferees as of the date hereof, as well as any Units and Class B Shares hereafter acquired by a Member and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Units” and “and Class B Shares” shall be deemed to include, any security, securities or other property of the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange Units or Class B Shares by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Tallgrass Energy GP, LP), Limited Liability Company Agreement (Kelso GP VIII, LLC), Limited Liability Company Agreement (Tallgrass Energy GP, LP)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Common Units or the Class V Common Stock that is not accompanied by an identical subdivision or combination of the Class A Common Stock; 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 the LLC UnitsCommon Units and the Class V Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction (including any Change of Control) in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder would have received if such Exchange had occurred immediately prior to the effective date time 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. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of Bakkt Pubco or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class V Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction (including any Change of Control). Except as may be required set forth in the immediately preceding sentencethis Section 2.2, no adjustments in respect of to the Exchange Rate, or otherwise relating to distributions shall be made upon with respect to the exchange of any LLC UnitPaired Interest. If the Exchange Date with respect to a Common Unit occurs after the record date for the payment of a distribution on Common Units but before the date of the payment, then the Unitholder as of the record date will be entitled to receive the distribution payable on the Common Unit on the payment date notwithstanding the Exchange of the Paired Interests or a default in payment of the distribution due as of the Exchange Date. For the avoidance of doubt, no Unitholder, or Person designated by a Unitholder to receive shares of Class A Common Stock, shall be entitled to receive, with respect to such record date, distributions or dividends both on Common Units exchanged by such Unitholder and on shares of Class A Common Stock received by such Unitholder, or other Person so designated, if applicable, in such Exchange.
Appears in 3 contracts
Samples: Exchange Agreement (Bakkt Holdings, Inc.), Exchange Agreement (Bakkt Holdings, Inc.), Merger Agreement (VPC Impact Acquisition Holdings)
Adjustment. (a) On the date hereof, the Exchange Rate shall be 1 for 1. The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units Class B common units or Class B Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Class A Common StockShares; or (bii) 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 Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the LLC UnitsClass B common units and Class B Shares. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Class B Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Class B Member 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. Except as may For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be required in the immediately preceding sentenceapplicable, no adjustments in mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security or other property.
Appears in 3 contracts
Samples: Exchange Agreement (Evolent Health, Inc.), Exchange Agreement (Evolent Health, Inc.), Exchange Agreement (Evolent Health, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class A B Common Stock or Common Units that is not accompanied by an a substantively identical subdivision or combination of the LLC UnitsClass A Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Holder 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transactiontransaction and prior to the effectiveness of the Exchange.
(b) In the event that Newco redeems or repurchases any shares of Class A Common Stock and there is no corresponding repurchase or redemption of Common Units pursuant to Section 3.11 of the LLC Agreement, the Exchange Rate shall be adjusted immediately following such repurchase (and prior to any Exchange related thereto) to equal the quotient of (x) the aggregate number of shares of Class A Common Stock outstanding immediately following such repurchase of Class A Common Stock, divided by (y) the aggregate number of Common Units held by the Newco Group Members.
(c) In the event that a Newco Group Member purchases additional Common Units pursuant to Section 3.04(b) of the LLC Agreement or receives additional Common Units pursuant to Section 3.04(c) of the LLC Agreement (in each case, whether or not the GE Group Members exercise their right to acquire additional Common Units to keep the proportional ownership the same as prior to the purchase of Common Units by a Newco Group Member pursuant to Section 3.04(b) or Section 3.04(c) of the LLC Agreement), the Exchange Rate shall be adjusted immediately following such purchase (and prior to any Exchange related thereto) to equal the quotient of (x) the aggregate number of shares of Class A Common Stock outstanding immediately following such purchase of additional Common Units, divided by (y) the aggregate number of Common Units held by the Newco Group Members immediately following such purchase of additional Common Units.
(d) 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, Section 2.03(a), Section 2.03(b) and Section 2.03(c) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. Except as This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of Newco or the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shares of Class B Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(e) In the event that the number of shares of Class B Common Stock outstanding does not equal the number of Common Units held by GE Group Members as a result of a GE Group Member’s purchase of additional Common Units pursuant to Section 3.04(b) or Section 3.04(c) of the LLC Agreement, a Paired Interest shall be made upon mean one Common Unit together with the exchange number of shares of Class B Common Stock equal to the quotient of (x) the number of shares of Class B Common Stock held by GE Group Members divided by (y) the number of Common Units held by GE Group Members immediately following such purchase of additional Common Units.
(f) This Agreement shall apply to the Paired Interests held by a Holder and its Permitted Transferees as of the date hereof, as well as any LLC UnitPaired Interests hereafter acquired by a Holder and its Permitted Transferees.
Appears in 3 contracts
Samples: Exchange Agreement, Exchange Agreement (BAKER HUGHES a GE Co LLC), Exchange Agreement (Baker Hughes a GE Co)
Adjustment. (a) The Exchange Rate with respect to the Class C Paired Interests and/or the components of a Class C Paired Interest shall be adjusted accordingly if there is: (ai) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class C Common Stock or Common Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (bii) any subdivision (by any stock split, stock dividend or distributiondividend, 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 a substantively identical subdivision or combination of the LLC shares of Class C Common Stock and Common Units. 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 LLC Unitholder Exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Holder 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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. Except as For the avoidance of doubt, 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, this Section 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Class C Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shares of Class C Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(b) The Exchange Rate with respect to the Class D Paired Interests and/or the components of a Class D Paired Interest shall be made adjusted accordingly if there is: (i) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class D Common Stock or Common Units that is not accompanied by a substantively identical subdivision or combination of the Class B Common Stock; or (ii) any subdivision (by any stock split, stock dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class B Common Stock that is not accompanied by a substantively identical subdivision or combination of the shares of Class D Common Stock and Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class B Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Holder shall be entitled to receive the exchange amount of such security, securities or other property that such Exchanging Holder 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 LLC Unitsubdivision (by any split, dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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 B Common Stock are converted or changed into another security, securities or other property, this Section 2.03(b) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Class D Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class D Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(c) This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees.
Appears in 3 contracts
Samples: Exchange Agreement (Clear Secure, Inc.), Exchange Agreement (Clear Secure, Inc.), Exchange Agreement (Clear Secure, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class A B Common Stock or Units that is not accompanied by an a substantively identical subdivision or combination of the LLC UnitsClass A Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Holder 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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. Except as 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 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of PubCo or the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shares of Class B Common Stock or Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(b) This Agreement shall be made upon apply to the exchange Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any LLC UnitPaired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees.
Appears in 3 contracts
Samples: Exchange Agreement (Global Gas Corp), Unit Purchase Agreement (Dune Acquisition Corp), Exchange Agreement (AmeriHome, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC applicable Units or Class B Common Stock that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (bii) 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 a substantively identical subdivision or combination of shares of Class B Common Stock or the LLC applicable Units, in each case, to the extent necessary to maintain the economic equivalency in the value surrendered for exchange and the value received, as determined by PubCo in its sole discretion; provided, however, that no adjustment to the Exchange Rate will be made solely as a result of a stock dividend by PubCo that is effected in order to maintain the relationship between the shares of Class A Common Stock and Class A Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Exchanging Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Exchanging 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange Exchange of any LLC Paired Interest or Exchanged Class P Unit, as applicable. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” and “Exchanged Class P Units” shall be deemed to include, any security, securities or other property of PubCo or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class B Common Stock, Class A Common Units or Class P Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(b) This Agreement shall apply to the Paired Interests or Class P Units held by the Members and their Permitted Transferees as of the date hereof, as well as any Paired Interests or Class P Units hereafter acquired by a Member and his or her or its Permitted Transferees.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (ZoomInfo Technologies Inc.), Limited Liability Company Agreement (ZoomInfo Technologies Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Partnership Units 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 the LLC Partnership Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent ExchangeExchange where the Corporation has elected to pay the Stock Amount, an exchanging LLC Partnership Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Partnership 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. Except as may be required in , and upon any subsequent Exchange where the immediately preceding sentencePartnership is obligated to pay the Cash Amount, no adjustments in respect of distributions an exchanging Partnership Unitholder shall be made upon entitled to receive the exchange cash value of any LLC Unitsuch security, securities or other property determined in a manner similar to the determination of the Cash Amount with respect to shares of Class A Common Stock as provided herein.
Appears in 2 contracts
Samples: Exchange Agreement (PJT Partners Inc.), Exchange Agreement (PJT Partners Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class B Common Stock or Common Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class A Common Stock that is not accompanied by an a substantively identical subdivision or combination of the LLC shares of Class B Common Stock or Common Units. If To the extent not reflected in an adjustment to the Exchange Rate, if there is any reclassification, reorganization, recapitalization or other similar transaction (including any Change of Control) in which the Class A Common Stock are is converted or changed or exchanged into or for another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Member 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. Except as may For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction (including any Change of Control) in which the Class A Common Stock is converted or changed or exchanged into or for another security, securities or other property, this Section 2.2 shall continue to be required in the immediately preceding sentenceapplicable, no adjustments in mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security or other property.
Appears in 2 contracts
Samples: Exchange Agreement (AdaptHealth Corp.), Merger Agreement (DFB Healthcare Acquisitions Corp.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Common Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; Shares 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 Shares that is not accompanied by an identical subdivision or combination of the LLC Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder would have received if such Exchange had occurred immediately prior to the effective date time 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC Common Unit.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Highland Transcend Partners I Corp.), Exchange Agreement (Highland Transcend Partners I Corp.)
Adjustment. Without limiting anything set forth in Section 2.3:
(a) The Exchange Rate shall be adjusted accordingly if In the event there is: is any (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization Subdivision or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) Combination of the LLC shares of Class B Common Stock or Class B Units that is not accompanied by an identical equivalent subdivision or combination of the Class A Common Stock; Stock; or (bii) any subdivision (by any stock split, stock dividend Subdivision or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) Combination of the Class A Common Stock that is not accompanied by an identical equivalent subdivision or combination of the LLC shares of Class B Common Stock and Class B Units. , the Exchange Rate shall be equitably adjusted accordingly.
(b) If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Holdings Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Holdings 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 Subdivision or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) Combination of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. Except 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 2.4(b) shall continue to be applicable, mutatis mutandis, with respect to such security or other property.
(c) This Agreement shall apply to the Class B Units and shares of Class B Common Stock held by the Holdings Unitholder and their Permitted Transferees as of the date hereof, as well as any Class B Units and shares of Class B Common Stock hereafter acquired by a Holdings Unitholder or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Class B Units” or “Class B Common Stock” shall be deemed to include, any security, securities or other property of the Company or Holdings which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange shares of Class B Common Stock or Class B Units, as applicable, by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 2 contracts
Samples: Exchange Agreement (CompoSecure, Inc.), Merger Agreement (Roman DBDR Tech Acquisition Corp.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC LP Units 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 the LLC LP Units; provided, however, no adjustment to the Exchange Rate will be made solely as a result of a stock dividend by the Corporation that is effected in order to maintain the relationship between the shares of Class A Common Stock and LP Units . If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC LP Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC LP 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC LP Unit.
Appears in 2 contracts
Samples: Exchange Agreement (Summit Materials, Inc.), Exchange Agreement (Summit Materials, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class A B Common Stock or Common Units that is not accompanied by an a substantively identical subdivision or combination of the LLC UnitsClass A Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Holder 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transactiontransaction and prior to the effectiveness of the Exchange. Except as 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 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of Newco or the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shares of Class B Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(b) This Agreement shall be made upon apply to the exchange Paired Interests held by the Holder and its Permitted Transferees as of the date hereof, as well as any LLC UnitPaired Interests hereafter acquired by the Holder and its Permitted Transferees.
Appears in 2 contracts
Samples: Transaction Agreement and Plan of Merger (General Electric Co), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units 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 the LLC Units. 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 LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC 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. Except For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Common Stock are converted or changed into another security, securities or other property, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the LLC Units held by the LLC Unitholders as of the date hereof, as well as any LLC Units hereafter acquired by a LLC Unitholder. This Agreement shall apply to, mutatis mutandis, and all references to “LLC Units” shall be deemed to include, any security, securities or other property of Norcraft LLC which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange LLC Units by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 2 contracts
Samples: Exchange Agreement (Norcraft Companies, Inc.), Exchange Agreement (Norcraft Companies, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any forward unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units that is not accompanied by an identical subdivision (by any forward 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 (bii) any subdivision (by any forward 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 (by any forward unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units, in each case, to the extent necessary to maintain the economic equivalency in the value surrendered for exchange and the value received, as determined by the Corporation in its sole discretion. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transactiontransaction with respect to the Class A Common Stock, taking into account any adjustment as a result of any subdivision (by any forward split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends or distributions on the LLC Units or shares of Class A Common Stock, as applicable, subject to such Exchange shall be made upon the exchange Exchange of any LLC Unit.
Appears in 2 contracts
Samples: Exchange Agreement (Finance of America Companies Inc.), Transaction Agreement (Replay Acquisition Corp.)
Adjustment. (a) The Exchange Rate and/or the components of a Paired Interest shall be adjusted accordingly if there is: (ai) any subdivision (by any unit stock or partnership interest split, unit stock or partnership interest distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units shares of Class B Common Stock or Partnership Interests that is not accompanied by an identical a substantially equivalent subdivision or combination of the Class A Common Stock; or (bii) 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 a substantially equivalent subdivision or combination of the LLC Unitsshares of Class B Common Stock and Partnership Interests. 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 LLC Unitholder Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Holder would have received (including as a result of any election by such Holder, if afforded to all holders of Class A Common Stock) 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. Except as For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or
1. This Agreement shall apply to, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of IPOco or Holdings which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange shares of Class B Common Stock or Partnership Interests, as applicable, by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 2 contracts
Samples: Exchange Agreement (Core & Main, Inc.), Exchange Agreement (Core & Main, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the Class A Common Stock Units that is not accompanied by an a substantively identical subdivision or combination of the LLC UnitsCommon Shares. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Holder 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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. Except as For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which Common Shares are converted or changed into another security, securities or other property, this Section 3.03(a) shall continue to be applicable with respect to such security or other property. This Agreement shall apply to, and all references to “Units” and “Rights” shall be deemed to include, any security, securities or other property of TILT or the Partnership which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions Partnership Interests by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(b) This Agreement shall be made upon apply to the exchange Partnership Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any LLC UnitPartnership Interests hereafter acquired by a Holder and his or her or its Permitted Transferees.
Appears in 2 contracts
Samples: Exchange Agreement (TILT Holdings Inc.), Exchange Agreement (TILT Holdings Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units 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 the LLC Units. 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 LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC 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. Except For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Common Stock are converted or changed into another security, securities or other property, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Units held by the Unitholders and their Permitted Transferees as of the date hereof, as well as any Units hereafter acquired by a Unitholder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Units” shall be deemed to include, any security, securities or other property of the Partnership which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for, or in substitution of distributions shall be made upon the exchange Units by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 2 contracts
Samples: Exchange Agreement (Athlon Energy Inc.), Exchange Agreement (Athlon Energy Inc.)
Adjustment. Except as set forth in Section 3.05:
(a) The Exchange Redemption Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Common Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock and Class B Common Stock; or (bii) 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 B Common Stock that is not accompanied by an identical subdivision or combination of the LLC Units. Common Units and the Class B Common Stock and Class A Common Stock, respectively.
(b) If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then then, upon any subsequent ExchangeRedemption, an exchanging LLC a Redeeming Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Redeeming Unitholder would have received if such Exchange Redemption 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.
(c) 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 Agreement shall continue to be applicable, mutatis mutandis, with respect to such security or other property. Except This Agreement shall apply to the Common Units held by the Unitholders as of the date hereof, as well as any Common Units hereafter acquired by a Unitholder. This Agreement shall apply to, mutatis mutandis, and all references to “Common Units” shall be deemed to include, any security, securities or other property of the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in Redemption for or in substitution of distributions shall be made upon the exchange Common Units by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, redemption (other than a Redemption) or other transaction.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Tiptree Financial Inc.), Contribution Agreement (Care Investment Trust Inc.)
Adjustment. (a) The Exchange Rate and/or the components of a Paired Interest shall be adjusted accordingly if there is: (ai) any subdivision (by any stock or unit split, stock or unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class B Common Stock or New TMM Units that is not accompanied by an identical a substantially equivalent subdivision or combination of the Class A Common Stock; or (bii) 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 a substantially equivalent subdivision or combination of the LLC shares of Class B Common Stock and New TMM Units. 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 LLC Unitholder Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Holder 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. Except For the avoidance of doubt, 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, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of the Corporation or New TMM which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange shares of Class B Common Stock or New TMM Units, as applicable, by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 2 contracts
Samples: Exchange Agreement (Taylor Morrison Home Corp), Exchange Agreement (Taylor Morrison Home Corp)
Adjustment. (a) The Exchange Rate with respect to Paired Interests shall be adjusted accordingly if there is: (ai) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class B Common Stock or Nonvoting Common Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (bii) any subdivision (by any stock split, stock dividend or distributiondividend, 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 a substantively identical subdivision or combination of the LLC shares of Class B Common Stock and Nonvoting Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Holder or such other Person(s) shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Holder or such other Person(s) 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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. Except as 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 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shares of Class B Common Stock or Nonvoting Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(b) This Agreement shall be made upon apply to the exchange Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any LLC UnitPaired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees.
Appears in 2 contracts
Samples: Exchange Agreement (vTv Therapeutics Inc.), Exchange Agreement (vTv Therapeutics Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Common Units 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 the LLC UnitsCommon Units and the Class B Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Member 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC Unit.
Appears in 2 contracts
Samples: Exchange Agreement (Caliburn International Corp), Exchange Agreement (GreenSky, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Class A Common Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (bii) 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 a substantively identical subdivision or combination of shares of Class B Common Stock or the LLC Class A Common Units, in each case, to the extent necessary to maintain the economic equivalency in the value surrendered for exchange and the value received, as determined by PubCo in its sole discretion; provided, however, that no adjustment to the Exchange Rate will be made solely as a result of a stock dividend by PubCo that is effected in order to maintain the relationship between the shares of Class A Common Stock and Class A Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Exchanging Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Exchanging 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange Exchange of any LLC UnitPaired Interest. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of PubCo or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class B Common Stock or Class A Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(b) This Agreement shall apply to the Paired Interests held by the Members and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Member and his or her or its Permitted Transferees.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (ZoomInfo Technologies Inc.), Limited Liability Company Agreement (ZoomInfo Technologies Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Common Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or (bii) 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 the LLC Common Units, in each case, to the extent necessary to maintain the economic equivalency in the value surrendered for exchange and the value received, as determined by the Corporation in its sole discretion. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Common Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Common 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange Exchange of any LLC Common Unit.
Appears in 2 contracts
Samples: Exchange Agreement (Bumble Inc.), Exchange Agreement (Bumble Inc.)
Adjustment. (a) On the date hereof, the Exchange Rate shall be 1 for 1. The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units Series B Membership Interests that is not accompanied by an identical subdivision or combination of the Class A Common StockShares; or (bii) 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 Shares that is not accompanied by an identical subdivision or combination of the LLC UnitsSeries B Membership Interests. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Series B Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Series B Member 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. Except as may For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, this Section 2.02(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property.
(b) On the date hereof, the Share Exchange Rate shall be 1 for 1. The Share Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the Series B Membership Interests that is not accompanied by an identical subdivision or combination of the Class B Shares; or (ii) 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 B Shares that is not accompanied by an identical subdivision or combination of the Series B Membership Interests. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class B Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Series B Member shall be required to tender such securities or other property. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the immediately preceding sentenceClass B Shares are converted or changed into another security, no adjustments in securities or other property, this Section 2.02(b) shall continue to be applicable, mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security or other property.
Appears in 2 contracts
Samples: Exchange Agreement (Health Insurance Innovations, Inc.), Exchange Agreement (Health Insurance Innovations, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly accordingly, by the Corporation in good faith, if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; 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 the LLC Units. 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 LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder would have received if such Exchange had occurred immediately prior to the effective date time 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC Unit.
Appears in 2 contracts
Samples: Exchange Agreement (Indie Semiconductor, Inc.), Exchange Agreement (Thunder Bridge Acquisition II, LTD)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units BPG Subsidiary Common Stock that is not accompanied by an identical subdivision or combination of the Class A Parent Common Stock; or (bii) 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 Parent Common Stock that is not accompanied by an identical subdivision or combination of the LLC UnitsBPG Subsidiary Common Stock. Any adjustment to the Exchange Rate shall become effective immediately after the effective date of the event retroactive to the record date, if any, for the event giving rise thereto, it being intended that (i) adjustments to the Exchange Rate are to be made to avoid unintended dilution or anti-dilution as a result of transactions in which shares of Parent Common Stock are issued, redeemed or exchanged without a corresponding issuance, redemption or exchange of shares of BPG Subsidiary Common Stock, and (ii) if an Exchange Date shall fall between the record date and the effective date of any event of the type described above, that the Exchange Rate applicable to such Exchange shall be adjusted to take into account such event. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Parent Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder each Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Holder 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. Except For purposes of the foregoing, if the transaction causes Parent Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the amount and kind of security, securities or other property into which the shares of BPG Subsidiary Common Stock will be exchangeable will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Parent Common Stock that affirmatively make such an election. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which outstanding Parent Common Stock is converted or changed into another security, securities or other property, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the shares of BPG Subsidiary Common Stock held by the Holders as of the date hereof, as well as any shares of BPG Subsidiary Common Stock hereafter acquired by any Holder. This Agreement shall apply to, mutatis mutandis, and all references to “BPG Subsidiary Common Stock” shall be deemed to include, any security, securities or other property of BPG Subsidiary which may be required issued in respect of, in exchange for, or in substitution of shares of BPG Subsidiary Common Stock by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. In the event that adjustments are made to the Adjustment Factor (as defined in the immediately preceding sentenceAmended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP (the “OP LPA”) pursuant to the OP LPA, no adjustments BPG Subsidiary, in respect of distributions shall be made upon the exchange its sole discretion, and without duplication of any LLC Unitadjustments described above, may make similar adjustments to the Exchange Rate.
Appears in 2 contracts
Samples: Exchange Agreement (Brixmor Property Group Inc.), Exchange Agreement (Brixmor Property Group Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Class A Units that is not accompanied by an identical subdivision or combination of the shares of Class A Common Stock; Stock and the Class C 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 shares of Class A Common Stock and Class C Common Stock that is not accompanied by an identical subdivision or combination of the LLC Class A Units, in each case, except in connection with any such action pursuant to Section 11.02(b)(iv). If there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares Class A Common Stock or the Class C Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Holder would have received if such Exchange had occurred immediately prior to the effective date time 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC Class B Unit.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (OPAL Fuels Inc.), Business Combination Agreement (ArcLight Clean Transition Corp. II)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Class A Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; 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 the LLC Class A Units. 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 LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder would have received if such Exchange had occurred immediately prior to the effective date time 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC Unit.
Appears in 2 contracts
Samples: Exchange Agreement (Wm Technology, Inc.), Exchange Agreement (Silver Spike Acquisition Corp.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Series A Units or Series C Units 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 the LLC Series A Units or Series C Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging PBF LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging PBF LLC 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. Except 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 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Series A Units and Series C Units (including the PBF LLC Units) held by the PBF LLC Unitholders and their Permitted Transferees as of the date hereof, as well as any Series A Units and Series C Units (including PBF LLC Units) hereafter acquired by a PBF LLC Unitholder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “PBF LLC Units” shall be deemed to include, any security, securities or other property of PBF LLC which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange Series A Units or Series C Units by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. Consistent with the intent of the parties as otherwise reflected in this Section 2.2, the Corporation shall, and shall cause PBF LLC Unitto, take all actions necessary so that, at all times for as long as this Agreement is in effect the number of Series C Units outstanding equals the number of shares of Class A Common Stock outstanding.
Appears in 1 contract
Samples: Exchange Agreement (PBF Energy Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Class A Units that is not accompanied by an identical subdivision or combination of the shares of Class A Common Stock; 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 shares of Class A Common Stock that is not accompanied by an identical subdivision or combination of the LLC Class A Units, in each case, except in connection with any such action pursuant to Section 11.02(b)(iv). If there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging member would have received if such Exchange had occurred immediately prior to the effective date time 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC Class B Unit.
Appears in 1 contract
Samples: Business Combination Agreement (Spree Acquisition Corp. 1 LTD)
Adjustment. (a) i. The Exchange Rate with respect to Paired Interests shall be adjusted accordingly if there is: (ai) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class B Common Stock or Common Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (bii) any subdivision (by any stock split, stock dividend or distributiondividend, 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 a substantively identical subdivision or combination of the LLC shares of Class B Common Stock and Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder the Holder or such other Person(s) shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Holder or such other Person(s) 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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. Except as 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 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shares of Class B Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
ii. This Agreement shall be made upon apply to the exchange Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any LLC UnitPaired Interests hereafter acquired by a Holder and his, her or its Permitted Transferees.
Appears in 1 contract
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class A B Common Stock or Common Units that is not accompanied by an a substantively identical subdivision or combination of the LLC UnitsClass A Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Holder 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transactiontransaction and prior to the effectiveness of the Exchange.
(b) In the event that Newco redeems or repurchases any shares of Class A Common Stock and there is no corresponding repurchase or redemption of Common Units pursuant to Section 3.11 of the LLC Agreement, the Exchange Rate shall be adjusted immediately following such repurchase (and prior to any Exchange related thereto) to equal the quotient of (x) the aggregate number of shares of Class A Common Stock outstanding immediately following such repurchase of Class A Common Stock, divided by (y) the aggregate number of Common Units held by the Newco Group Members.
(c) In the event that a Newco Group Member purchases additional Common Units pursuant to Section 3.04(b) of the LLC Agreement or receives additional Common Units pursuant to Section 3.04(c) of the LLC Agreement (in each case, whether or not the GE Group Members exercise their right to acquire additional Common Units to keep the proportional ownership the same as prior to the purchase of Common Units by a Newco Group Member pursuant to Section 3.04(b) or Section 3.04(c) of the LLC Agreement), the Exchange Rate shall be adjusted immediately following such purchase (and prior to any Exchange related thereto) to equal the quotient of (x) the aggregate number of shares of Class A Common Stock outstanding immediately following such purchase of Additional Common Units, divided by (y) the aggregate number of Common Units held by the Newco Group Members immediately following such purchase of additional Common Units.
(d) 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, Section 2.03(a), Section 2.03(b) and Section 2.03(c) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. Except as This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of Newco or the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shares of Class B Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(e) In the event that the number of shares of Class B Common Stock outstanding does not equal the number of Common Units held by GE Group Members as a result of a GE Group Member’s purchase of additional Common Units pursuant to Section 3.04(b) or Section 3.04(c) of the LLC Agreement, a Paired Interest shall be made upon mean one Common Unit together with the exchange number of shares of Class B Common Stock equal to the quotient of (x) the number of shares of Class B Common Stock held by GE Group Members divided by (y) the number of Common Units held by GE Group Members immediately following such purchase of additional Common Units.
(f) This Agreement shall apply to the Paired Interests held by a Holder and its Permitted Transferees as of the date hereof, as well as any LLC UnitPaired Interests hereafter acquired by a Holder and its Permitted Transferees.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Merger (Baker Hughes Inc)
Adjustment. (a) On the date hereof, the Exchange Rate shall be 1. The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (bii) 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 Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the LLC UnitsHMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Principal Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Principal Holder 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. Except as may For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be required in the immediately preceding sentenceapplicable, no adjustments in mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security or other property.
Appears in 1 contract
Samples: Exchange Agreement (HMH Holding Inc)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Company Units 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 the LLC Company Units. If For example, if there is a 2 for 1 stock split of Class A Common Stock and no corresponding split with respect to the Company Units, 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 LLC Company Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Company 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. Except For the avoidance of doubt, 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, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.
(b) Each time that the Corporation (i) purchases Company Units other than in connection with a corresponding issuance by the Corporation of the same number of shares of Class A Common Stock (whether as may a result of an Exchange or otherwise) or a concurrent recapitalization of the Company that causes the number of Company Units held by the Corporation to equal the number of shares of Class A Common Stock outstanding immediately following such purchase of Company Units, or (ii) repurchases shares of Class A Common Stock without a corresponding redemption by the Company of Class A Units held by the Corporation pursuant to Section 4.4 of the LLC Agreement, then the Exchange Rate shall be required adjusted immediately following such transaction, without any further action by the Corporation or any Company 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 Corporation then-outstanding and the denominator of which shall be the number of Company Units then-owned by the Corporation, in each case after giving effect to the immediately preceding sentencetransaction 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 2.2(a), no adjustments and then that ratio shall be adjusted as set forth in Section 2.2(a) for each event (if any) giving rise to such Section 2.2(a) adjustment assuming that such event had occurred after the transaction that gave rise to the Exchange Ratio adjustment being made hereby.
(c) If the 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 and such property was not distributed to the Corporation from the Company, then, upon any Exchange that occurs subsequent to such dividend or distribution of property, the Corporation shall distribute to the Company Unitholder exercising such Exchange the property that such Company Unitholder would have received in such prior dividend or distribution in respect of the shares of Class A Common Stock received by such Company 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 Company Unitholder exercising 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 2.2(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 made upon reduced to reflect the exchange 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 LLC Unitremaining 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: Exchange Agreement (Pennymac Financial Services, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units Class B common units or Class B Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Class A Common StockShares; or (bii) 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 Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the LLC UnitsClass B common units and Class B Shares. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Stockholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder the Exchanging Stockholders 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. Except as may For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be required in the immediately preceding sentenceapplicable, no adjustments in mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security or other property.
Appears in 1 contract
Adjustment. (a) The Exchange Rate with respect to Paired Interests shall be adjusted accordingly if there is: (ai) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class B Common Stock or Common Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (bii) any subdivision (by any stock split, stock dividend or distributiondividend, 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 a substantively identical subdivision or combination of the LLC shares of Class B Common Stock and Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder the Holder or such other Person(s) shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Holder or such other Person(s) 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 dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, 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. Except as 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 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shares of Class B Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
(b) This Agreement shall be made upon apply to the exchange Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any LLC UnitPaired Interests hereafter acquired by a Holder and his, her or its Permitted Transferees.
Appears in 1 contract
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class B Common Stock or Class B Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class A Common Stock that is not accompanied by an a substantively identical subdivision or combination of the LLC shares of Class B Common Stock or Class B Units. If 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 is converted or changed or exchanged into or for another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder each Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder the Holder 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. Except as may 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 or exchanged into or for another security, securities or other property, this Section 2.2 shall continue to be required in the immediately preceding sentenceapplicable, no adjustments in mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security, securities or other property.
Appears in 1 contract
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Common Units 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 the LLC Common Units and the Class B Common Stock; (c) any repurchase by GreenSky of Class A Common Stock using cash on the balance sheet of GreenSky, which cash was not received pursuant to a redemption by the Company of an equivalent number of Common Units; or (d) any purchase by GreenSky of Common Units, which purchase was funded by cash on the balance sheet of GreenSky, which cash was not received by GreenSky in a public offering of an equivalent number of shares of Class A Common Stock nor in a redemption by the Company of Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Member 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC Unit.
Appears in 1 contract
Samples: Exchange Agreement (GreenSky, Inc.)
Adjustment. Without limiting anything set forth in Section 2.3:
(a) The Exchange Rate shall be adjusted accordingly if In the event there is: is any (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization Subdivision or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) Combination of the LLC shares of Class B Common Stock or Class B Units that is not accompanied by an identical equivalent subdivision or combination of the Class A Common Stock; or (bii) any subdivision (by any stock split, stock dividend Subdivision or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) Combination of the Class A Common Stock that is not accompanied by an identical equivalent subdivision or combination of the LLC shares of Class B Common Stock and Class B Units. , the Exchange Rate shall be adjusted accordingly.
(b) If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Holdings Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Holdings 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 Subdivision or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) Combination of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. Except 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 2.4(b) shall continue to be applicable, mutatis mutandis, with respect to such security or other property.
(c) This Agreement shall apply to the Class B Units and shares of Class B Common Stock held by the Holdings Unitholder and their Permitted Transferees as of the date hereof, as well as any Class B Units and shares of Class B Common Stock hereafter acquired by a Holdings Unitholder, its Permitted Transferees, or HCRX EPA Holdings LLC and its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Class B Units” or “Class B Common Stock” shall be deemed to include, any security, securities or other property of the Company or Holdings which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange shares of Class B Common Stock or Class B Units, as applicable, by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 1 contract
Adjustment. Without limiting anything set forth in Section 2.3:
(a) The Exchange Rate shall be adjusted accordingly if In the event there is: is any (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization Subdivision or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) Combination of the LLC shares of Class B Common Stock or Class B Units that is not accompanied by an identical equivalent subdivision or combination of the Class A Common Stock; or (bii) any subdivision (by any stock split, stock dividend Subdivision or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) Combination of the Class A Common Stock that is not accompanied by an identical equivalent subdivision or combination of the LLC shares of Class B Common Stock and Class B Units. , the Exchange Ratio shall be adjusted accordingly.
(b) If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC JH Capital Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC JH Capital 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 Subdivision or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) Combination of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. Except 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 2.4(b) shall continue to be applicable, mutatis mutandis, with respect to such security or other property.
(c) This Agreement shall apply to the Class B Units and shares of Class B Common Stock held by the JH Capital Unitholder and their Permitted Transferees as of the date hereof, as well as any Class B Units and shares of Class B Common Stock hereafter acquired by a JH Capital Unitholder or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Class B Units” or “Class B Common Stock” shall be deemed to include, any security, securities or other property of the Company or JH Capital which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange shares of Class B Common Stock or Class B Units, as applicable, by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 1 contract
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Series A Units or Series C Units 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 the LLC Series A Units or Series C Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging PBF LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging PBF LLC 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. Except 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 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Series A Units and Series C Units (including the PBF LLC Units) held by the PBF LLC Unitholders and their Permitted Transferees as of the date hereof, as well as any Series A Units and Series C Units (including PBF LLC Units) hereafter acquired by a PBF LLC Unitholder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “PBF LLC Units” shall be deemed to include, any security, securities or other property of PBF LLC which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange Series A Units or Series C Units by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 1 contract
Samples: Exchange Agreement (PBF Energy Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or (bii) 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 the LLC Units, in each case, to the extent necessary to maintain the economic equivalency in the value surrendered for exchange and the value received, as determined by the Corporation in its sole discretion. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange Exchange of any LLC Unit.
Appears in 1 contract
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Company Units 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 the LLC Company Units. If For example, if there is a 2 for 1 stock split of Class A Common Stock and no corresponding split with respect to the Company Units, 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 LLC Company Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Company 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. Except For the avoidance of doubt, 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, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.
(b) Each time that the Corporation (i) purchases Company Units other than in connection with a corresponding issuance by the Corporation of the same number of shares of Class A Common Stock (whether as may a result of an Exchange or otherwise) or a concurrent recapitalization of the Company that causes the number of Company Units held by the Corporation to equal the number of shares of Class A Common Stock outstanding immediately following such purchase of Company Units, or (ii) repurchases shares of Class A Common Stock without a corresponding redemption by the Company of Class A Units held by the Corporation pursuant to Section 4.4 of the LLC Agreement, then the Exchange Rate shall be required adjusted immediately following such transaction, without any further action by the Corporation or any Company 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 Corporation then-outstanding and the denominator of which shall be the number of Company Units then-owned by the Corporation, in each case after giving effect to the immediately preceding sentencetransaction 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 2.2(a), no adjustments and then that ratio shall be adjusted as set forth in Section 2.2(a) for each event (if any) giving rise to such Section 2.2(a) adjustment assuming that such event had occurred after the transaction that gave rise to the Exchange Ratio adjustment being made hereby.
(c) If the 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 and such property was not distributed to the Corporation from the Company, then, upon any Exchange that occurs subsequent to such dividend or distribution of property, the Corporation shall distribute to the Company Unitholder conducting such Exchange the property that such Company Unitholder would have received in such prior dividend or distribution in respect of the shares of Class A Common Stock received by such Company 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 Company 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 2.2(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 made upon reduced to reflect the exchange 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 LLC Unitremaining 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: Exchange Agreement (Pennymac Financial Services, Inc.)
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class B Common Stock or Class C Units that is not accompanied by an a substantively identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class A Common Stock that is not accompanied by an a substantively identical subdivision or combination of the LLC Class B Common Stock or Class C Units. If 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 is converted or changed or exchanged into or for another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder each Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder the Holder 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. Except as may 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 or exchanged into or for another security, securities or other property, this Section 2.2 shall continue to be required in the immediately preceding sentenceapplicable, no adjustments in mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security, securities or other property.
Appears in 1 contract
Adjustment. Without limiting anything set forth in Section 2.3:
(a) The Exchange Rate shall be adjusted accordingly if In the event there is: is any (ai) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization Subdivision or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) Combination of the LLC shares of Class B Common Stock or Class B Units that is not accompanied by an identical equivalent subdivision or combination of the Class A Common Stock; or (bii) any subdivision (by any stock split, stock dividend Subdivision or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) Combination of the Class A Common Stock that is not accompanied by an identical equivalent subdivision or combination of the LLC shares of Class B Common Stock and Class B Units. , the Exchange Rate shall be adjusted accordingly.
(b) If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Holdings Unitholder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Holdings 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 Subdivision or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) Combination of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. Except 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 2.4(b) shall continue to be applicable, mutatis mutandis, with respect to such security or other property.
(c) This Agreement shall apply to the Class B Units and shares of Class B Common Stock held by the Holdings Unitholder and their Permitted Transferees as of the date hereof, as well as any Class B Units and shares of Class B Common Stock hereafter acquired by a Holdings Unitholder or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Class B Units” or “Class B Common Stock” shall be deemed to include, any security, securities or other property of the Company or Holdings which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange shares of Class B Common Stock or Class B Units, as applicable, by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 1 contract
Adjustment. (a) The Exchange Rate and/or the components of a Paired Interest shall be adjusted accordingly if there is: (ai) any subdivision (by any stock or unit split, stock or unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class B Common Stock or Units that is not accompanied by an identical a substantially equivalent subdivision or combination of the Class A Common Stock; or (bii) 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 a substantially equivalent subdivision or combination of the LLC shares of Class B Common Stock and Units. 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 LLC Unitholder Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Holder 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. Except as For the avoidance of doubt, 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
1. This Agreement shall apply to, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of IPOco or US LBM LLC which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange shares of Class B Common Stock or Units, as applicable, by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 1 contract
Adjustment. (a) The Exchange Rate and/or the components of a Paired Interest shall be adjusted accordingly if there is: (ai) any subdivision (by any stock or unit split, stock or unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC shares of Class B Common Stock or Holdings Units that is not accompanied by an identical a substantially equivalent subdivision or combination of the Class A Common Stock; or (bii) 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 a substantially equivalent subdivision or combination of the LLC shares of Class B Common Stock and Holdings Units. 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 LLC Unitholder Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Holder 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. Except For the avoidance of doubt, 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, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of the Corporation or Pla-Fit LLC which may be required in the immediately preceding sentence, no adjustments issued in respect of, in exchange for or in substitution of distributions shall be made upon the exchange shares of Class B Common Stock or Holdings Units, as applicable, by reason of any LLC Unitdistribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.
Appears in 1 contract
Adjustment. (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Common Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; Shares or (b) any subdivision (by any share or stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse share or stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Common Stock Shares that is not accompanied by an identical subdivision or combination of the LLC Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Member would have received if such Exchange had occurred immediately prior to the effective date time of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any share or stock split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse share or stock 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. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any LLC Common Unit.
Appears in 1 contract
Samples: Exchange Agreement (Calyxt, Inc.)
Adjustment. (a) On the date hereof, the Exchange Rate shall be 1 for 1. The Exchange Rate shall be adjusted accordingly if there is: (ai) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the LLC Common Units or Class B Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Class A Common StockShares; or (bii) 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 Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the LLC UnitsCommon Units and Class B Shares. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Member 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. Except as may For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be required in the immediately preceding sentenceapplicable, no adjustments in mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security or other property.
Appears in 1 contract
Samples: Exchange Agreement (OTG EXP, Inc.)
Adjustment. (a) On the date hereof, the Exchange Rate shall be 1 for 1. The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units Series B Membership Interests that is not accompanied by an identical subdivision or combination of the Class A Common StockShares and Class B Shares; 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 Shares and Class B Shares that is not accompanied by an identical subdivision or combination of the LLC UnitsSeries B Membership Interests. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging LLC Unitholder Exchanging Series B Member shall be entitled to receive the amount of such security, securities or other property that such exchanging LLC Unitholder Exchanging Series B Member 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. Except as may For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be required in the immediately preceding sentenceapplicable, no adjustments in mutatis mutandis, with respect of distributions shall be made upon the exchange of any LLC Unitto such security or other property.
Appears in 1 contract
