Common use of Call Right Clause in Contracts

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g), a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in the Redemption Notice to PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g)4.6, a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in the Redemption Notice to each member of the PubCo Holdings Group, and Managing Member Blocker (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which Managing Member Blocker) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i4.6(a)(i) or, at the election of PubCo Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group), if a Cash Election is duly made in accordance with Section 4.6(f)(iii), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f)4.6, but subject to Section 3.6(g4.6(g) and (h), a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in to each member of the Redemption Notice to PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which ) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i4.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as the owner of such Units; provided provided, that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g)4.7, a Redeeming Member Holder shall be deemed to have offered to sell its Redeemed Class A Units and/or Company Warrants as described in the any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which ) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, with this Section 3.6(f4.7(f), elect to purchase directly and acquire such Class A Units (together with the surrender and delivery of the same number of Class B Shares) and/or Company Warrants on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Member (or its designee) Holder would otherwise receive pursuant to Section 3.6(a)(i4.7(e) or, at the election of if PubCo (or such designated member(s) of the PubCo Holdings Group)Group ) makes a Cash Election, an amount of cash equal to the Cash Election Amount of for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Member (together with the surrender Holder and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as become the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessarythereof.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g)4.7, a Redeeming Member Holder shall be deemed to have offered to sell its Redeemed Class A Units and/or Company Warrants as described in the any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which ) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, with this Section 3.6(f4.7(f), elect to purchase directly and acquire such Class A Units (together with the surrender and delivery of the same number of Class B Shares) and/or Company Warrants on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Member (or its designee) Holder would otherwise receive pursuant to Section 3.6(a)(i4.7(e) or, at the election of if PubCo (or such designated member(s) of the PubCo Holdings Group)) makes a Cash Election, an amount of cash equal to the Cash Election Amount of for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Member (together with the surrender Holder and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as become the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessarythereof.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g)3.7, a Redeeming Member Holder shall be deemed to have offered to sell its Redeemed Class A Units and/or Company Warrants as described in the any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which ) may, in its sole discretion, in accordance with this Section 3.7(f), elect, by means delivery of written notice to the Redeeming Holder within three (3) Business Days of delivery of a Call Election Notice in accordance withthe Redemption Notice, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Class A Units (together with the surrender and delivery of the same number of Class B Shares) and/or Company Warrants on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Member (or its designee) Holder would otherwise receive pursuant to Section 3.6(a)(i3.7(e)(i) or, at the election of if PubCo (or such designated member(s) of the PubCo Holdings Group)Group ) makes a Cash Election, an amount of cash equal to the Cash Election Amount of for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Member (together with Holder and shall become the surrender and delivery of owner thereof. If the same number of Class B Shares to PubCo for cancellation). PubCo (or Company does not timely deliver such designated member(s) of written notice, the PubCo Holdings Group) Company shall be treated for all purposes of this Agreement as deemed to have waived its Call Right with respect to the owner of such Units; provided that if Redemption described in the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessaryRedemption Notice.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g)3.6, a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in to each member of the Redemption Notice to PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which ) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as the owner of such Units; provided provided, that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g)4.6, a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in the Redemption Notice to each member of the PubCo Holdings Group, and Managing Member Blocker (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which Managing Member Blocker) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i4.6(a)(i) or, at the election of PubCo Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group), if a Cash Election is duly made in accordance with Section 4.6(f)(ii), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f)3.6, but subject to Section 3.6(g), a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in to each member of the Redemption Notice to PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which ) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as the owner of such Units; provided . Notwithstanding any other provisions of this Agreement to the contrary, in the event that if PubCo makes a valid Cash Election, (i) the Cash Election Amount is shall be funded other than through the issuance a private sale or Public Offering by PubCo of Class A Shares, Shares on or no later than five (5) Business Days after the relevant Redemption Notice Date and (ii) PubCo shall have no obligation to pay any portion of a Cash Election Amount that exceeds the net proceeds (after deduction of any Discount) from the private sale or Public Offering by PubCo of a number of Class A Shares equal to the number of Redeemed Units to be purchased with such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessarycash.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f)3.6, but subject to Section 3.6(g), a Redeeming Member shall be deemed to have offered to sell its Redeemed Redeeming Units as described in to each member of the Redemption Notice to PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which ) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g)3.6, a Redeeming Member Holder shall be deemed to have offered to sell its Redeemed Class A Units and/or Company Warrants as described in the any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which ) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, with this Section 3.6(f), elect by delivery of written notice to the Redeeming Holder within three (3) Business Days of delivery of the Redemption Notice to purchase directly and acquire such Class A Units (together with the surrender and delivery of the same number of Class B Shares) and/or Company Warrants on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Member (or its designee) Holder would otherwise receive pursuant to Section 3.6(a)(i3.6(e) or, at the election of if PubCo (or such designated member(s) of the PubCo Holdings Group)Group ) makes a Cash Election, an amount of cash equal to the Cash Election Amount of for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Member (together with Holder and shall become the surrender and delivery of owner thereof. If the same number of Class B Shares to PubCo for cancellation). PubCo (or Company does not timely deliver such designated member(s) of written notice, the PubCo Holdings Group) Company shall be treated for all purposes of this Agreement as deemed to have waived its Call Right with respect to the owner of such Units; provided that if Redemption described in the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessaryRedemption Notice.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g)4.6, a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in the Redemption Notice to each member of the PubCo (or such other member(s) Holdings Group, and any member of the PubCo Holdings Group as may be designated by PubCo), which may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designeedesignees) would otherwise receive pursuant to Section 3.6(a)(i4.6(b) or Section 4.6(c)(i) or, at the election of PubCo (or such designated member(s) member of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) member of the PubCo Holdings Group) Group shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) Such member of the PubCo Holdings Group) Group shall be treated for all purposes of this Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.