Common use of Continuation of Vesting Clause in Contracts

Continuation of Vesting. Notwithstanding anything in this Agreement to the contrary: (i) the Class A Units held by any Member as a result of the conversion of Class B Units (as defined in the Second Amended Agreement), Class E Units (as defined in the Second Amended Agreement) or Class W Units (as defined in the Second Amended Agreement) which as of the date hereof are subject to any vesting, forfeiture, repurchase or similar provisions pursuant to the Second Amended Agreement or in any applicable management unit subscription agreement or other agreement pursuant to which such Unvested Units were issued (in each case, “Unvested Units”) shall continue to be subject to such vesting, forfeiture, repurchase or similar provisions; and (ii) no Member may Transfer any Unvested Units, provided that a Member may Transfer Unvested Units pursuant to and in accordance with the Exchange Agreement if the Member acknowledges and agrees in writing, in a form reasonably satisfactory to the Managing Member, that any securities received in exchange therefor shall continue to be subject to the vesting, forfeiture, repurchase or similar provisions to which such Unvested Units are then subject. A Unit shall cease to be an Unvested Unit at such time as such Unit ceases to be subject to such vesting, forfeiture, repurchase or similar provisions.

Continuation of Vesting. Notwithstanding anything in this Agreement to the contrary: (i) the Class A Units held by any Member as a result of the conversion of Class B M Units (as defined in the Second Amended Agreement), Class E Units (as defined in the Second Amended Agreement) or Class W Units (as defined in the Second Amended Original Agreement) which as of the date hereof are subject to any vesting, forfeiture, repurchase or similar provisions pursuant to the Second Amended Original Agreement or in any applicable management unit subscription agreement or other agreement pursuant to which such Unvested unvested Units were issued (in each case, “Unvested Units”) shall continue to be subject to such vesting, forfeiture, repurchase or similar provisions; and (ii) no Member may Transfer any Unvested Units, provided that a Member may Transfer Unvested Units pursuant to and in accordance with the Exchange Agreement if the Member acknowledges and agrees in writing, in a form reasonably satisfactory to the Managing Member, that any securities received in exchange therefor shall continue to be subject to the vesting, forfeiture, repurchase or similar provisions to which such Unvested Units are then subject. A Unit shall cease to be an Unvested Unit at such time as such Unit ceases to be subject to such vesting, forfeiture, repurchase or similar provisions. For the avoidance of doubt, the IPO shall not be considered to be any type of “Change in Control” event of the Company with respect to the vesting provisions of the Class M Units or otherwise.