Common use of Certain Conversion and Exchange Procedures Clause in Contracts

Certain Conversion and Exchange Procedures. (a) Each conversion of Non-Voting LLC Units into Voting LLC Units (other than an Automatic Conversion contemplated by Section 8.7(b)(ii)) and each exchange of Voting LLC Units for Non-Voting LLC Units will be effected by the surrender of the certificate or certificates representing the LLC Units to be converted or exchanged, as the case may be, at the principal office of the Company or the transfer agent designated by the Company, if any, at any time during normal business hours, together with a written notice by the holder of such LLC Units stating either (i) the number of Non-Voting LLC Units that such holder desires to convert into Voting LLC Units (and such statement will obligate the Company to issue such Voting LLC Units), or (ii) the number of Voting LLC Units that such holder desires to exchange for Non-Voting LLC Units and that such exchange is required in order for such holder to make a 44 51 distribution of LLC Units to a proposed distributee that is a Regulated Holder (and such statement will obligate the Company to issue such Non-Voting LLC Units). Such conversion or exchange will be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of any such holder with respect to the converted Non-Voting LLC Units or exchanged Voting LLC Units, as the case may be, will cease and the person or persons in whose name or names the certificate or certificates for Voting LLC Units or Non-Voting LLC Units, as the case may be, are to be issued upon such conversion or exchange will be deemed to have become the holder or holders of record of the Voting LLC Units or Non-Voting LLC Units, as the case may be, represented thereby. (b) Promptly after such surrender and the receipt of the written notice referred to in Section 8.8(a), the Company will issue and deliver in accordance with the surrendering holder's instructions the certificate or certificates for the Voting LLC Units or Non-Voting LLC Units, as the case may be, issuable upon such conversion or exchange and a certificate representing any Voting LLC Units or Non-Voting LLC Units, as the case may be, which was represented by the certificate or certificates delivered to the Company in connection with such conversion or exchange but which was not converted or exchanged. The Company shall be entitled to rely upon any written notice delivered pursuant to Section 8.8(a) and such notice shall, in the absence of manifest error, be binding and conclusive upon the Company. (c) From and after an Automatic Conversion pursuant to Section 8.7(b)(ii), (i) each certificate formerly representing Non-Voting LLC Units which NonVoting LLC Units were held by the holder thereof or any Affiliate thereof and which were converted pursuant to such Automatic Conversion shall thereafter be deemed to represent (A) only the like number of Voting LLC Units into which such Non-Voting LLC Units have been converted pursuant to such Automatic Conversion (and no Person shall thereafter have any rights in respect of such Non-Voting LLC Units), plus (B) if all the Non-Voting LLC Units represented by such certificate were not converted pursuant to such Automatic Conversion, such number of Non-Voting LLC Units which were not so converted and (ii) upon any surrender for transfer of any such certificate accompanied by a written notice certifying that an Automatic Conversion has occurred and specifying the number of LLC Units so converted, the Company will issue and deliver (A) a certificate or certificates representing the Voting LLC Units into which such Non-Voting LLC Units have been converted pursuant to such Automatic Conversion and (B) if all the Non-Voting LLC Units represented by such certificate or certificates were not converted pursuant to such Automatic Conversion, a certificate or certificates representing such number of Non-Voting LLC Units which were not so converted. The Company shall be entitled to rely on any written notice 45 52 delivered to the effect that an Automatic Conversion has occurred and such notice shall, in the absence of manifest error, be binding and conclusive upon the Company.

Certain Conversion and Exchange Procedures. (a1) Each conversion of Non-Voting LLC Units shares of Class B Common Stock into Voting LLC Units (other than an Automatic Conversion contemplated by Section 8.7(b)(ii)) shares of Class A Common Stock and each exchange of Voting LLC Units shares of Class A Common Stock for Non-Voting LLC Units shares of Class B Common Stock will be effected by the surrender of the certificate or certificates representing the LLC Units shares to be converted or exchanged, as the case may be, at the principal office of the Company Corporation or the transfer agent designated by the CompanyCorporation, if any, at any time during normal business hours, together with a written notice by the holder of such LLC Units shares stating either (i) A} the number of Non-Voting LLC Units shares of Class B Common Stock that such holder desires to convert into Voting LLC Units Class A Common Stock and that upon such conversion such holder, together with its Affiliates, will not directly or indirectly own, control or have the power to vote a greater quantity of securities of any kind issued by the Corporation than such holder and its Affiliates are permitted to own, control or have the power to vote under any applicable law, regulation, order, rule or other governmental requirement (and such statement will obligate the Company Corporation to issue such Voting LLC UnitsClass A Common Stock), or (iiB) the number of Voting LLC Units shares of Class A Common Stock that such holder desires to exchange for Non-Voting LLC Units Class B Common Stock and that such exchange is required in order for such holder and its Affiliates to make a 44 51 distribution comply with applicable laws, regulations, orders, rules or other governmental requirements as contemplated by paragraph 3B of LLC Units to a proposed distributee that is a Regulated Holder this Article Fourth (and such statement will obligate the Company Corporation to issue such Non-Voting LLC UnitsClass B Common Stock). Such conversion or exchange will be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of any such holder with respect to the converted Non-Voting LLC Units Class B Common Stock or exchanged Voting LLC Unitsclass A Common Stock, as the case may be, will cease and the person or persons in whose name or names the certificate or certificates for Voting LLC Units shares of Class A Common Stock or Non-Voting LLC UnitsClass B Common Stock, as the case may be, are to be issued upon such conversion or exchange will be deemed to have become the holder or holders of record of the Voting LLC Units shares of Class A Common Stock or Non-Voting LLC UnitsClass B Common Stock, as the case may be, represented thereby. (b) Promptly after such surrender and the receipt of the written notice referred to in Section 8.8(a), the Company will issue and deliver in accordance with the surrendering holder's instructions the certificate or certificates for the Voting LLC Units or Non-Voting LLC Units, as the case may be, issuable upon such conversion or exchange and a certificate representing any Voting LLC Units or Non-Voting LLC Units, as the case may be, which was represented by the certificate or certificates delivered to the Company in connection with such conversion or exchange but which was not converted or exchanged. The Company shall be entitled to rely upon any written notice delivered pursuant to Section 8.8(a) and such notice shall, in the absence of manifest error, be binding and conclusive upon the Company. (c) From and after an Automatic Conversion pursuant to Section 8.7(b)(ii), (i) each certificate formerly representing Non-Voting LLC Units which NonVoting LLC Units were held by the holder thereof or any Affiliate thereof and which were converted pursuant to such Automatic Conversion shall thereafter be deemed to represent (A) only the like number of Voting LLC Units into which such Non-Voting LLC Units have been converted pursuant to such Automatic Conversion (and no Person shall thereafter have any rights in respect of such Non-Voting LLC Units), plus (B) if all the Non-Voting LLC Units represented by such certificate were not converted pursuant to such Automatic Conversion, such number of Non-Voting LLC Units which were not so converted and (ii) upon any surrender for transfer of any such certificate accompanied by a written notice certifying that an Automatic Conversion has occurred and specifying the number of LLC Units so converted, the Company will issue and deliver (A) a certificate or certificates representing the Voting LLC Units into which such Non-Voting LLC Units have been converted pursuant to such Automatic Conversion and (B) if all the Non-Voting LLC Units represented by such certificate or certificates were not converted pursuant to such Automatic Conversion, a certificate or certificates representing such number of Non-Voting LLC Units which were not so converted. The Company shall be entitled to rely on any written notice 45 52 delivered to the effect that an Automatic Conversion has occurred and such notice shall, in the absence of manifest error, be binding and conclusive upon the Company.

Certain Conversion and Exchange Procedures. (a) Each conversion of Non-Voting LLC Units into Voting LLC Units (other than an Automatic Conversion contemplated by Section 8.7(b)(ii)) and each exchange of Voting LLC Units for Non-Voting LLC Units will be effected by the surrender of the certificate or certificates representing the LLC Units to be converted or exchanged, as the case may be, at the principal office of the Company or the transfer agent designated by the Company, if any, at any time during normal business hours, together with a written notice by the holder of such LLC Units stating either (i) the number of Non-Voting LLC Units that such holder desires to convert into Voting LLC Units (and such statement will obligate the Company to issue such Voting LLC Units), or (ii) the number of Voting LLC Units that such holder desires to exchange for Non-Voting LLC Units and that such exchange is required in order for such holder to make a 44 51 distribution of LLC Units to a proposed distributee that is a Regulated Holder (and such statement will obligate the Company to issue such Non-Voting LLC Units). Such conversion or exchange will be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of any such holder with respect to the converted Non-Voting LLC Units or exchanged Voting LLC Units, as the case may be, will cease and the person or persons in whose name or names the certificate or certificates for Voting LLC Units or Non-Voting LLC Units, as the case may be, are to be issued upon such conversion or exchange will be deemed to have become the holder or holders of record of the Voting LLC Units or Non-Voting LLC Units, as the case may be, represented thereby. (b) Promptly after such surrender and the receipt of the written notice referred to in Section 8.8(a), the Company will issue and deliver in accordance with the surrendering holder's instructions the certificate or certificates for the Voting LLC Units or Non-Voting LLC Units, as the case may be, issuable upon such conversion or exchange and a certificate representing any Voting LLC Units or Non-Voting LLC Units, as the case may be, which was represented by the certificate or certificates delivered to the Company in connection with such conversion or exchange but which was not converted or exchanged. The Company shall be entitled to rely upon any written notice delivered pursuant to Section 8.8(a) and such notice shall, in the absence of manifest error, be binding and conclusive upon the Company. (c) From and after an Automatic Conversion pursuant to Section 8.7(b)(ii), (i) each certificate formerly representing Non-Voting LLC Units which NonVoting LLC Units were held by the holder thereof or any Affiliate thereof and which were converted pursuant to such Automatic Conversion shall thereafter be deemed to represent (A) only the like number of Voting LLC Units into which such Non-Voting LLC Units have been converted pursuant to such Automatic Conversion (and no Person shall thereafter have any rights in respect of such Non-Voting LLC Units), plus (B) if all the Non-Voting LLC Units represented by such certificate were not converted pursuant to such Automatic Conversion, such number of Non-Voting LLC Units which were not so converted and (ii) upon any surrender for transfer of any such certificate accompanied by a written notice certifying that an Automatic Conversion has occurred and specifying the number of LLC Units so converted, the Company will issue and deliver (A) a certificate or certificates representing the Voting LLC Units into which such Non-Voting LLC Units have been converted pursuant to such Automatic Conversion and (B) if all the Non-Voting LLC Units represented by such certificate or certificates were not converted pursuant to such Automatic Conversion, a certificate or certificates representing such number of Non-Voting LLC Units which were not so converted. The Company shall be entitled to rely on any written notice 45 52 delivered to the effect that an Automatic Conversion has occurred and such notice shall, in the absence of manifest error, be binding and conclusive upon the Company.no