Common use of Class B Shares Clause in Contracts

Class B Shares. Class B Shares shall be exchangeable for Class A Shares on the terms and subject to the conditions set forth in the Amended and Restated Limited Liability Agreement of New Fortress Intermediate, as it may be amended, restated, supplemented and otherwise modified from time to time (the “LLC Agreement”). The Company will at all times reserve and keep available out of its authorized but unissued Class A Shares, solely for the purpose of issuance upon redemption of the outstanding Class B Shares for Class A Shares pursuant to the LLC Agreement, such number of Class A Shares that shall be issuable upon any such redemption pursuant to the LLC Agreement; provided that nothing contained herein shall be construed to preclude New Fortress Intermediate or the Company from satisfying its rights or obligations in respect of any such redemption of Class B Shares pursuant to the LLC Agreement by delivering to the holder of Class B Shares upon such redemption, cash in lieu of Class A Shares in the amount permitted by and provided in the LLC Agreement or Class A Shares which are held in the treasury of the Company. All Class A Shares that shall be issued upon any such redemption will, upon issuance in accordance with the LLC Agreement, be validly issued, fully paid and non-assessable.

Class B Shares. Class B Shares shall be exchangeable redeemable for Class A Shares on the terms and subject to the conditions set forth in the Amended and Restated Limited Liability Agreement of New Fortress Intermediate, as it may be amended, restated, supplemented and otherwise modified from time to time (the “OpCo LLC Agreement”). The Company will at all times reserve and keep available out of its authorized but unissued Class A Shares, solely for the purpose of issuance upon redemption Redemption (as defined in the OpCo LLC Agreement) of the outstanding Outstanding Class B Shares for Class A Shares pursuant to the OpCo LLC Agreement, such number of Class A Shares that shall be issuable upon any such redemption Redemption pursuant to the OpCo LLC Agreement; provided that nothing contained herein shall be construed to preclude New Fortress Intermediate DBR Land or the Company from satisfying its rights or obligations in respect of any such redemption Redemption of Class B Shares pursuant to the OpCo LLC Agreement by delivering to the holder of such Class B Shares upon such redemption, Redemption cash in lieu of Class A Shares in the amount permitted by and provided in the OpCo LLC Agreement or Class A Shares which are held in the treasury of the Company. All Class A Shares that shall be issued upon any such redemption Redemption will, upon issuance in accordance with the OpCo LLC Agreement, be validly issued, fully paid and non-assessableassessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Act).

Class B Shares. Class B Shares shall be exchangeable redeemable for Class A Shares on the terms and subject to the conditions set forth in the Amended and Restated Limited Liability Agreement of New Fortress Intermediate, as it may be amended, restated, supplemented and otherwise modified from time to time (the “Operating LLC Agreement”). The Company will at all times reserve and keep available out of its authorized but unissued Class A Sharesavailable, solely for the purpose of issuance upon redemption of the outstanding Outstanding Class B Shares for Class A Shares pursuant to the Operating LLC Agreement, such number of Class A Shares that shall be issuable upon any such redemption pursuant to the Operating LLC Agreement; provided that nothing contained herein shall be construed to preclude New Fortress Intermediate Fortis Operating or the Company from satisfying its rights or obligations in respect of any such redemption of Class B Shares pursuant to the Operating LLC Agreement by delivering to the holder of such Class B Shares upon such redemption, cash in lieu of Class A Shares in the amount permitted by and provided in the Operating LLC Agreement or Class A Shares which are held in the treasury of the CompanyAgreement. All Class A Shares that shall be issued upon any such redemption will, upon issuance in accordance with the Operating LLC Agreement, be validly issued, fully paid and non-assessablethe holders of such Shares will have no obligation to make further payments or contributions to the Company solely by reason of their ownership of such Shares except for their obligation to repay any funds wrongfully distributed to them as provided by the Delaware Act or as otherwise required by this Agreement. If any outstanding Units (as defined in the Operating LLC Agreement) are cancelled or converted in any merger, consolidation or other business combination to which Fortis Operating is a party, an equivalent number of Class B Shares held by the holder thereof shall automatically, and without further action on the part of the Company or any holder of Class B Shares, be cancelled for no consideration.