Common Unit Put Rights Clause Samples

Common Unit Put Rights. The Operating Agreement will provide a put right to the Continuing LLC Owners that will entitle them to have all or a portion of their LLC Interests purchased by PubCo or, in some cases redeemed by the Operating Company with the Continuing LLC Owners’ consent, at any time following the IPO and the expiration of any related lock-up period. Pursuant to the Operating Agreement, upon receipt of a put notice from a Continuing LLC Owner with respect to LLC Interests, the disinterested members of PubCo’s board of directors will be entitled to elect, at PubCo’s option, (1) to use PubCo’s commercially reasonable best efforts to pursue a public offering of shares of PubCo’s Class A common stock and use the net proceeds therefrom to purchase the LLC Interests, or (2) to cause the Operating Company to redeem the LLC Interests; provided, that, the Continuing LLC Owner delivering a put notice must consent to any election by PubCo to cause the Operating Company to redeem LLC Interests. The Operating Agreement will also entitle each Continuing LLC Owner to require PubCo to purchase, at their request, a portion of the Continuing LLC Owner’s LLC Interests in connection with a registered sale of Class A common stock initiated by PubCo or in connection with an offering initiated as a result of a put notice received from another Continuing LLC Owner. These put rights will entitle the Continuing LLC Owners to have their LLC Interests purchased by PubCo or redeemed by the Operating Company through a cash payment equal to (1) the price per share of such Class A common stock sold (after deducting underwriting discounts and commissions) for each LLC Interest, if a registered sale of shares of PubCo’s Class A common stock to the public is consummated by PubCo and the net proceeds therefrom are used to purchase LLC Interests, or (2) a volume-weighted average market price of one share of PubCo’s Class A common stock for each LLC Interest (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) if the Operating Company redeems the LLC Interests. The purchase of LLC Interests for cash in connection with the delivery of a put notice will be subject to customary cutbacks and suspension periods typical for registration rights. Neither PubCo nor the Operating Company will be able to compel any member to tender their LLC Interests for redemption by the Operating Company or purchase by PubCo. Maintenance of One-to-One Ratio between Shares of Class ...