Common use of Automatic Redemption of Designated Holders Clause in Contracts

Automatic Redemption of Designated Holders. Immediately prior to an Initial Business Combination (or, in the case of a proposed business combination involving U.S. real property interests, immediately prior to signing any definitive agreement in respect of such a business combination), all Units held by any Designated Holders shall automatically (i) in the case of any Class B Units, be converted into Class A Units in accordance with the provisions of Section 4.2(c) and (ii) following such conversion, if any, be redeemed for Class A Shares (together with the cancellation of a corresponding number of Class B Shares) in accordance with this Section 4.7 (such conversion and Redemption, a “Designated Holder Redemption”). The Company shall deliver written notice to any such Designated Holder of an intended Designated Holder Redemption pursuant to this Section 4.7(i) (a “Designated Holder Redemption Notice”) as soon as reasonably practicable following the date upon which such Designated Holder Redemption is effected (such date, the “Designated Holder Redemption Date”), indicating in such notice the number of Class A Shares issued to such Designated Holder in the Designated Holder Redemption; provided, however, that such Designated Holder Redemption Notice shall only be provided to a Designated Holder after the Managing Member determines that providing such notice would not impart material non-public information with respect to PubCo to the Designated Holder. From and after the Designated Holder Redemption Date, (x) the Units, Class B Shares subject to such Designated Holder Redemption shall be deemed to be transferred to PubCo on the Designated Holder Redemption Date and (y) such Designated Holder shall cease to have any rights with respect to the Units, Class B Shares subject to such Designated Holder Redemption (other than the right to receive Class A Shares pursuant to such Designated Holder Redemption). The Designated Holders shall take all actions reasonably requested by the Managing Member to effect such Designated Holder Redemption, including taking any action and delivering any document required to effect a Designated Holder Redemption.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Kimbell Tiger Acquisition Corp), Limited Liability Company Agreement (Kimbell Tiger Acquisition Corp), Limited Liability Company Agreement (Kimbell Tiger Acquisition Corp)

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Automatic Redemption of Designated Holders. Immediately prior to an Initial Business Combination (or, in the case of a proposed business combination involving U.S. real property interests, immediately prior to signing any definitive agreement in respect of such a business combination), all Units and Company Warrants (solely to the extent not terminated or to be terminated with respect to such Designated Holder in connection with the Initial Business Combination pursuant to Section 2.6.2 of the Warrant Agreement) held by any Designated Holders shall automatically (i) in the case of any Class B Units, be converted into Class A Units in accordance with the provisions of Section 4.2(c) and (ii) following any such conversion, if any, be redeemed for Class A Shares (together with the cancellation of a corresponding number of Class B Shares) or PubCo Warrants, as applicable, in accordance with this Section 4.7 (such conversion and Redemption, a “Designated Holder Redemption”). The Company shall deliver written notice to any such Designated Holder of an intended Designated Holder Redemption pursuant to this Section 4.7(i) (a “Designated Holder Redemption Notice”) as soon as reasonably practicable following the date upon which such Designated Holder Redemption is effected (such date, the “Designated Holder Redemption Date”), indicating in such notice the number of Class A Shares and/or PubCo Warrants issued to such Designated Holder in the Designated Holder Redemption; provided, however, that such Designated Holder Redemption Notice shall only be provided to a Designated Holder after the Managing Member determines in its sole discretion that providing such notice would not impart material non-public information with respect to PubCo to the Designated Holder. From and after the Designated Holder Redemption Date, (x) the Units, Class B Shares and/or Company Warrants subject to such Designated Holder Redemption shall be deemed to be transferred to PubCo on the Designated Holder Redemption Date and (y) such Designated Holder shall cease to have any rights with respect to the Units, Class B Shares and/or Company Warrants subject to such Designated Holder Redemption (other than the right to receive Class A Shares or PubCo Warrants, as applicable, pursuant to such Designated Holder Redemption). The Designated Holders shall take all actions reasonably requested by the Managing Member to effect such Designated Holder Redemption, including taking any action and delivering any document required to effect a Designated Holder Redemption.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Rice Acquisition Corp. II), Limited Liability Company Agreement (Rice Acquisition Corp. II), Limited Liability Company Agreement (Rice Acquisition Corp.)

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Automatic Redemption of Designated Holders. Immediately prior to an Initial Business Combination (or, in the case of a proposed business combination involving U.S. real property interests, immediately prior to signing any definitive agreement in respect of such a business combination), all Units held by any Designated Holders shall automatically (i) in the case of any Class B Units, be converted into Class A Units in accordance with the provisions of Section 4.2(c) and (ii) following such conversion, if any, be redeemed for Class A Shares (together with the cancellation of a corresponding number of Class B V Shares) in accordance with this Section 4.7 (such conversion and Redemption, a “Designated Holder Redemption”). The Company shall deliver written notice to any such Designated Holder of an intended Designated Holder Redemption pursuant to this Section 4.7(i) (a “Designated Holder Redemption Notice”) as soon as reasonably practicable following the date upon which such Designated Holder Redemption is effected (such date, the “Designated Holder Redemption Date”), indicating in such notice the number of Class A Shares issued to such Designated Holder in the Designated Holder Redemption; provided, however, that such Designated Holder Redemption Notice shall only be provided to a Designated Holder after the Managing Member determines that providing such notice would not impart material non-public information with respect to PubCo to the Designated Holder. From and after the Designated Holder Redemption Date, (x) the Units, Class B V Shares subject to such Designated Holder Redemption shall be deemed to be transferred to PubCo on the Designated Holder Redemption Date and (y) such Designated Holder shall cease to have any rights with respect to the Units, Class B V Shares subject to such Designated Holder Redemption (other than the right to receive Class A Shares pursuant to such Designated Holder Redemption). The Designated Holders shall take all actions reasonably requested by the Managing Member to effect such Designated Holder Redemption, including taking any action and delivering any document required to effect a Designated Holder Redemption.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Beard Energy Transition Acquisition Corp.), Limited Liability Company Agreement (Beard Energy Transition Acquisition Corp.), Limited Liability Company Agreement (Beard Energy Transition Acquisition Corp.)

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