Common use of Early Termination of Agreement Breach of Agreement Clause in Contracts

Early Termination of Agreement Breach of Agreement. (a) Within 30 calendar days after a Change of Control described in clause (i) or (iii)(y) of the definition of “Change of Control” has occurred, or at any time after December 31, 2018 (whether or not such a Change of Control has occurred), the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the Stockholders at any time by paying to each Stockholder the Early Termination Payment in respect of such Stockholder; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all of the Stockholders, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of each Stockholder by the Corporate Taxpayer, the Corporate Taxpayer shall have no further payment obligations under this Agreement, other than for any (i) Tax Benefit Payment due and payable and that remains unpaid as of the date the Early Termination Notice is delivered and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (ii) is included in the Early Termination Payment). If the Corporate Taxpayer terminates this Agreement and, at the Early Termination Date, any Relevant Stock Options remain outstanding, the Early Termination Payment shall be calculated by utilizing the Valuation Assumptions, substituting the terms “the sum of (x) the Applicable Premium for the Early Termination Effective Date multiplied by the Market Value of the Common Stock as of the Early Termination Date and (y) the Market Value of the Common Stock as of the Early Termination Date” for “the Market Value of the Common Stock as of the Early Termination Date.”

Early Termination of Agreement Breach of Agreement. (a) Within 30 calendar days after a Change of Control described in clause (i) or (iii)(y) of the definition of “Change of Control” has occurred, or at any time after December 31, 2018 (whether or not such a Change of Control has occurred), the The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the Stockholders TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each Stockholder TRA Party the Early Termination Payment in respect of such StockholderTRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all of the StockholdersTRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of each Stockholder by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have no any further payment obligations under this Agreement, other than for any (ia) Tax Benefit Payment or NOL Tax Benefit Payment due and payable and that remains unpaid as of the date the Early Termination Notice is delivered and (iib) Tax Benefit Payment or NOL Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (iib) is included in the Early Termination Payment). If an Exchange or Blocker TRA Party Merger occurs after the Corporate Taxpayer terminates makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement andwith respect to such Exchange or Blocker TRA Party Merger, at as the Early Termination Date, any Relevant Stock Options remain outstanding, the Early Termination Payment shall be calculated by utilizing the Valuation Assumptions, substituting the terms “the sum of (x) the Applicable Premium for the Early Termination Effective Date multiplied by the Market Value of the Common Stock as of the Early Termination Date and (y) the Market Value of the Common Stock as of the Early Termination Date” for “the Market Value of the Common Stock as of the Early Termination Datecase may be.”

Early Termination of Agreement Breach of Agreement. (a) Within 30 calendar days after a Change of Control described in clause (i) or (iii)(y) of the definition of “Change of Control” has occurred, or at any time after December 31, 2018 (whether or not such a Change of Control has occurred), the a)The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the Stockholders TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each Stockholder TRA Party such TRA Party’s Sharing Percentage of the Early Termination Payment in respect of such StockholderPayment; provided, however, that this Agreement shall only terminate upon the receipt payment of each TRA Party’s Sharing Percentage of the Early Termination Payment by all to each of the StockholdersTRA Parties as set forth in Section 4.3(a), and provided, further, that the Corporate Taxpayer may withdraw any notice to execute exercise its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of each Stockholder by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have no any further payment obligations under this Agreement, other than for any (ia) Tax Benefit Payment Payments due and payable and that remains remain unpaid as of the date the Early Termination Notice is delivered and (iib) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount amounts described in this clause clauses (iia) is or (b) are included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer terminates makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement and, at the Early Termination Date, any Relevant Stock Options remain outstanding, the Early Termination Payment shall be calculated by utilizing the Valuation Assumptions, substituting the terms “the sum of (x) the Applicable Premium for the Early Termination Effective Date multiplied by the Market Value of the Common Stock as of the Early Termination Date and (y) the Market Value of the Common Stock as of the Early Termination Date” for “the Market Value of the Common Stock as of the Early Termination Datewith respect to such Exchange.”

Early Termination of Agreement Breach of Agreement. (a) Within 30 calendar days after a Change of Control described in clause (i) or (iii)(y) of the definition of “Change of Control” has occurred, or at any time after December 31, 2018 (whether or not such a Change of Control has occurred), the The Corporate Taxpayer may terminate this Agreement with respect to (i) all amounts payable to the Stockholders TRA Parties and with respect to all of the Units held by the TRA Parties (including, for the avoidance of doubt, all Vested Profits Units) at any time by paying to each Stockholder TRA Party the Early Termination Payment in respect of such StockholderTRA Party or (ii) the amount payable to any individual TRA Party having a Unit Percentage of less than 5% by paying to any such individual TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all of the StockholdersTRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of each Stockholder TRA Party by the Corporate Taxpayer, Taxpayer the Corporate Taxpayer shall have no further payment obligations under this Agreement, other than for any (ia) Tax Benefit Payment Payments due and payable and that remains remain unpaid as of the date the Early Termination Notice is delivered and (iib) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (iib) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer terminates makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement andwith respect to such Exchange. For the avoidance of doubt, at this Section 4.1(a) shall not prevent the Early Termination Date, any Relevant Stock Options remain outstanding, Corporate Taxpayer and one or more TRA Parties from negotiating a termination of the TRA Parties’ rights under this Agreement for a payment that is different than the Early Termination Payment shall be calculated by utilizing the Valuation Assumptions, substituting the terms (an “the sum of (x) the Applicable Premium for the Alternative Early Termination Effective Date multiplied by Payment”). In addition, this Section 4.1(a) shall not prevent the Market Value of Corporate Taxpayer and the Common Stock as of the TRA Party Representative from negotiating an Alternative Early Termination Date and (y) the Market Value of the Common Stock as of the Early Termination Date” for “the Market Value of the Common Stock as of the Early Termination DatePayment that would be binding on all TRA Parties.”

Early Termination of Agreement Breach of Agreement. (a) Within 30 calendar days after a Change of Control described in clause (i) or (iii)(y) of the definition of “Change of Control” has occurred, or at any time after December 31, 2018 (whether or not such a Change of Control has occurred), the The Corporate Taxpayer may terminate this Agreement with respect to (i) all amounts payable to the Stockholders TRA Parties and with respect to all of the Units held by the TRA Parties (including, for the avoidance of doubt, all Profits Interests) at any time by paying to each Stockholder TRA Party the Early Termination Payment in respect of such StockholderTRA Party or (ii) the amount payable to any individual TRA Party having a Total Percentage Interest of less than 5% by paying to any such individual TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all of the StockholdersTRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of each Stockholder TRA Party by the Corporate Taxpayer, Taxpayer the Corporate Taxpayer shall have no further payment obligations under this Agreement, other than for any (ia) Tax Benefit Payment Payments due and payable and that remains remain unpaid as of the date the Early Termination Notice is delivered and (iib) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (iib) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer terminates makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement and, at the Early Termination Date, any Relevant Stock Options remain outstanding, the Early Termination Payment shall be calculated by utilizing the Valuation Assumptions, substituting the terms “the sum of (x) the Applicable Premium for the Early Termination Effective Date multiplied by the Market Value of the Common Stock as of the Early Termination Date and (y) the Market Value of the Common Stock as of the Early Termination Date” for “the Market Value of the Common Stock as of the Early Termination Datewith respect to such Exchange.”

Early Termination of Agreement Breach of Agreement. (a) Within 30 calendar days after a Change of Control described in clause (i) or (iii)(y) of the definition of “Change of Control” has occurred, or at any time after December 31June 30, 2018 (whether or not such a Change of Control has occurred), the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the Stockholders at any time by paying to each Stockholder the Early Termination Payment in respect of such Stockholder; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all of the Stockholders, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of each Stockholder by the Corporate Taxpayer, the Corporate Taxpayer shall have no further payment obligations under this Agreement, other than for any (i) Tax Benefit Payment due and payable and that remains unpaid as of the date the Early Termination Notice is delivered and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (ii) is included in the Early Termination Payment). If the Corporate Taxpayer terminates this Agreement and, at the Early Termination Date, any Relevant Stock Options remain outstanding, the Early Termination Payment shall be calculated by utilizing the Valuation Assumptions, substituting the terms “the sum of (x) the Applicable Premium for the Early Termination Effective Date multiplied by the Market Value of the Common Stock as of the Early Termination Date and (y) the Market Value of the Common Stock as of the Early Termination Date” for “the Market Value of the Common Stock as of the Early Termination Date.”

Early Termination of Agreement Breach of Agreement. (a) Within 30 calendar days after a Change of Control described in clause (i) or (iii)(y) of the definition of “Change of Control” has occurred, or at any time after December 31, 2018 (whether or not such a Change of Control has occurred), the The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the Stockholders TRA Parties and the Continuing Common A Owners Representative and with respect to all of the Units held by the TRA Parties at any time by paying to each Stockholder TRA Party and the Continuing Common A Owners Representative the Early Termination Payment in respect of such StockholderTRA Party or the Continuing Common A Owners Representative, as the case may be; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all of TRA Parties and the StockholdersContinuing Common A Owners Representative, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of each Stockholder by the Corporate Taxpayer, none of the TRA Parties, the Continuing Common A Owners Representative or the Corporate Taxpayer shall have no any further payment obligations under this Agreement, other than for any (i1) Tax Benefit Payment or Blocker Tax Benefit Payment due and payable and that remains unpaid as of the date the Early Termination Notice, (2) Tax Benefit Payment or Blocker Tax Benefit Payment that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice is delivered pursuant to this Agreement and (ii3) Tax Benefit Payment or Blocker Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (ii2) or clause (3) is included in the Early Termination Payment). If the Corporate Taxpayer terminates this Agreement and, at the Early Termination Date, any Relevant Stock Options remain outstanding, the Early Termination Payment shall be calculated by utilizing the Valuation Assumptions, substituting the terms “the sum of (x) the Applicable Premium for the Early Termination Effective Date multiplied by the Market Value of the Common Stock as of the Early Termination Date and (y) the Market Value of the Common Stock as of the Early Termination Date” for “the Market Value of the Common Stock as of the Early Termination Date.”