Common use of Conversion to Corporate Form; Public Offering Clause in Contracts

Conversion to Corporate Form; Public Offering. (a) The parties hereto acknowledge that the Board may approve a restructuring of the legal status and capital structure of the Company in the future in order to facilitate a public offering of securities by a corporate entity that, immediately after such restructuring, shall own, directly or indirectly, one hundred (100) percent of the assets and business of the Company (the “IPO Entity”), that such restructuring will result in the direct or indirect conversion of the Membership Units of the Company into capital stock of the IPO Entity and that the form of such restructuring shall be at the sole discretion of the Board. (b) Subject to the foregoing, the Board may, without the consent of the Members, in order to facilitate a public offering of securities of the IPO Entity, cause the Company to incorporate its business or any portion thereof, or require the holders of Membership Units to transfer such Membership Units or shares to a newly-formed corporation as successor to the Company in exchange for common stock of said corporation, including without limitation in a transaction resulting in a dissolution of the Company pursuant to Article XI of this Agreement, and, in connection therewith, each Member hereby expressly agrees to any such dissolution of the Company and the transfer of its Membership Units in accordance with the terms of the exchange as provided by the Board. (c) The Members hereby acknowledge and agree that it is the intention of the Members that each member shall receive common stock in the IPO Entity (on an “as converted” basis in the case of the Class B Membership Units) of equivalent economic value to the Membership Units exchanged therefor immediately prior to any restructuring under this Section 7.4, and that such exchange shall be contingent upon consummation of a public offering of equity securities by the IPO Entity. (d) With respect to Ribis and each Employee Unit Holder, prior to the earlier of (1) that day following consummation of an IPO on which any agreement entered into with the underwriter or underwriters of such IPO restricting the ability of Ribis or such Employee Unit Holder to sell, assign, hypothecate or otherwise transfer Restricted Securities expires or is terminated and (2) if no such agreement is entered into, the thirtieth business day following an IPO, neither Ribis nor any Employee Unit Holder shall, directly or indirectly, sell, assign, hypothecate or otherwise transfer (in each case, a “Transfer”) Restricted Securities without the express, written consent of Coinvestment Voteco and Voteco, which may be granted or denied at Coinvestment Voteco’s and Voteco’s sole and absolute discretion. Notwithstanding the immediately preceding sentence, this Agreement shall not at any time limit, restrict or apply to any sale or other disposition of Restricted Securities by Ribis or an Employee Unit Holder pursuant to Section 9.5.

Conversion to Corporate Form; Public Offering. (a) The parties hereto acknowledge that the Board may approve a restructuring of the legal status and capital structure of the Company in the future in order to facilitate a public offering of securities by a corporate entity that, immediately after such restructuring, shall own, directly or indirectly, one hundred (100) percent % of the assets and business of the Company (the “"IPO Entity”"), that such restructuring will result in the direct or indirect conversion of the Membership Units of the Company into capital stock of the IPO Entity and that the form of such restructuring shall be at the sole discretion of the Board. (b) Subject to the foregoing, the Board may, without the consent of the Members, in order to facilitate a public offering of securities of the IPO Entity, cause the Company to incorporate its business or any portion thereof, or require the holders of Membership Units to transfer such Membership Units or shares to a newly-formed corporation as successor to the Company in exchange for common stock of said corporation, including without limitation in a transaction resulting in a dissolution of the Company pursuant to Article XI X of this Agreement, and, in connection therewith, each Member hereby expressly agrees to any such dissolution of the Company and the transfer of its Membership Units in accordance with the terms of the exchange as provided by the Board. (c) The Members hereby acknowledge and agree that it is the intention of the Members that each member shall receive common stock in the IPO Entity (on an “"as converted” " basis in the case of the Class B Membership Units) of equivalent economic value to the Membership Units exchanged therefor immediately prior to any restructuring under this Section 7.47.3, and that such exchange shall be contingent upon consummation of a public offering of equity securities by the IPO Entity. (d) With respect to Ribis and each Employee Unit Holder, prior to the earlier of (1) that day following consummation of an IPO on which any agreement entered into with the underwriter or underwriters of such IPO restricting the ability of Ribis or such Employee Unit Holder to sell, assign, hypothecate or otherwise transfer Restricted Securities expires or is terminated and (2) if no such agreement is entered into, the thirtieth business day following an IPO, neither Ribis nor any Employee Unit Holder shall, directly or indirectly, sell, assign, hypothecate or otherwise transfer (in each case, a “Transfer”) Restricted Securities without the express, written consent of Coinvestment Voteco and Voteco, which may be granted or denied at Coinvestment Voteco’s and Voteco’s sole and absolute discretion. Notwithstanding the immediately preceding sentence, this Agreement shall not at any time limit, restrict or apply to any sale or other disposition of Restricted Securities by Ribis or an Employee Unit Holder pursuant to Section 9.5.

Conversion to Corporate Form; Public Offering. (a) The parties hereto acknowledge that the Board may approve a restructuring of the legal status and capital structure of the Company LLC in the future in order to facilitate a public offering of securities by a corporate entity that, immediately after such restructuring, shall own, directly or indirectly, one hundred (100) percent % of the assets property and business of the Company LLC and its Subsidiaries (the “IPO Entity”), that such restructuring will result in the direct or indirect conversion of the Membership Units of the Company LLC into capital stock of the IPO Entity and that the decision to convert to corporate form and the form of such restructuring shall be at the sole discretion of the Board, with the Unitholders having no vote or veto power with respect to any such conversion. (b) Subject to the foregoing, the Board may, without the consent of the MembersUnitholders, in order to facilitate a public offering of securities of the IPO Entity, cause the Company LLC to incorporate its business or any portion thereof, or require the holders of Membership Units to transfer such Membership Units or shares to a newly-formed corporation as successor to the Company LLC in exchange for common stock of said corporation, including including, without limitation limitation, in a transaction resulting in a dissolution of the Company LLC pursuant to Article XI XII of this Agreement, and, in connection therewith, each Member Unitholder hereby expressly agrees to any such dissolution of the Company LLC and the transfer of its Membership the Unitholder’s Units in accordance with the terms of the exchange as provided by the Board. (c) The Members Unitholders hereby acknowledge and agree that it is the intention of the Members Unitholders that each member Unitholder shall receive common stock in the IPO Entity (on an “as converted” basis in the case of the Class B Membership Units) of equivalent economic value to the Membership Units exchanged therefor immediately prior to any restructuring under this Section 7.45.9, and that such exchange shall be contingent upon consummation undertaken for the purpose of completing a public offering of equity securities by the IPO Entity. (d) With respect Upon a conversion, distribution or restructuring pursuant to Ribis and each Employee Unit Holderthis Section 5.9, prior to or if the earlier LLC engages in a public offering without changing the form of (1) that day following consummation of an IPO on which any agreement entered into with the underwriter or underwriters of such IPO restricting the ability of Ribis or such Employee Unit Holder to sell, assign, hypothecate or otherwise transfer Restricted Securities expires or is terminated and (2) if no such agreement is entered intoentity, the thirtieth business day following an IPO, neither Ribis nor any Employee Unit Holder shall, directly or indirectly, sell, assign, hypothecate or otherwise transfer (in each case, Founding Members shall execute and the Unitholders shall become subject to a “Transfer”) Restricted Securities without Registration Rights Agreement” substantially in the express, written consent of Coinvestment Voteco and Voteco, which may be granted or denied at Coinvestment Voteco’s and Voteco’s sole and absolute discretion. Notwithstanding the immediately preceding sentence, this Agreement shall not at any time limit, restrict or apply to any sale or other disposition of Restricted Securities by Ribis or an Employee Unit Holder pursuant to Section 9.5form attached hereto as Exhibit II.

Conversion to Corporate Form; Public Offering. (a) The parties hereto acknowledge that the Board may approve a restructuring of the legal status and capital structure of the Company in the future in order to facilitate a public offering of securities by a corporate entity that, immediately after such restructuring, shall own, directly or indirectly, one hundred (100) percent % of the assets property and business of the Company and its Subsidiaries (the “"IPO Entity”"), that such restructuring will result in the direct or indirect conversion of the Membership Units of the Company into capital stock of the IPO Entity and that the decision to convert to corporate form and the form of such restructuring shall be at the sole discretion of the Board, with the Members having no vote or veto power with respect to any such conversion. (b) Subject to the foregoing, the Board may, without the consent of the Members, in order to facilitate a public offering of securities of the IPO Entity, cause the Company to incorporate its business or any portion thereof, or require the holders of Membership Units to transfer such Membership Units or shares to a newly-formed corporation as successor to the Company in exchange for common stock of said corporation, including including, without limitation limitation, in a transaction resulting in a dissolution of the Company pursuant to Article XI X of this Agreement, and, in connection therewith, each Member hereby expressly agrees to any such dissolution of the Company and the transfer of its Membership Units in accordance with the terms of the exchange as provided by the Board. (c) The Members hereby acknowledge and agree that it is the intention of the Members that each member shall receive common stock in the IPO Entity (on an “as converted” basis in the case of the Class B Membership Units) of equivalent economic value to the Membership Units exchanged therefor immediately prior to any restructuring under this Section 7.4, and that such exchange shall be contingent upon consummation of a public offering of equity securities by the IPO Entity. (d) With respect Upon a conversion, distribution or restructuring pursuant to Ribis and each Employee Unit Holder, prior to the earlier of (1) that day following consummation of an IPO on which any agreement entered into with the underwriter or underwriters of such IPO restricting the ability of Ribis or such Employee Unit Holder to sell, assign, hypothecate or otherwise transfer Restricted Securities expires or is terminated and (2) if no such agreement is entered intothis Section 7.4, the thirtieth business day following an IPO, neither Ribis nor any Employee Unit Holder shall, directly or indirectly, sell, assign, hypothecate or otherwise transfer (Members shall enter into a Registration Rights Agreement substantially in each case, a “Transfer”) Restricted Securities without the express, written consent of Coinvestment Voteco and Voteco, which may be granted or denied at Coinvestment Voteco’s and Voteco’s sole and absolute discretion. Notwithstanding the immediately preceding sentence, this Agreement shall not at any time limit, restrict or apply to any sale or other disposition of Restricted Securities by Ribis or an Employee Unit Holder pursuant to Section 9.5.form attached hereto as Exhibit B.