Common use of Elective Exchanges of Units Clause in Contracts

Elective Exchanges of Units. (i) Upon the terms and subject to the conditions of this Agreement, including Section 12.1(b) below, in the event any Member (other than a Public Co Member) wishes to effect an Exchange, such Member shall (A) deliver to Public Co and the Company an Exchange Notice and (B) surrender (or in the absence of a surrender, be deemed to surrender) to the Company (or, if Public Co issues Class A Common Stock pursuant to clause (y) below, to a Public Co Member) the Units relating to such Exchange at the office of the transfer agent for the Units (or at the principal office of the Company, if the Company serves as its own transfer agent), free and clear of all liens, encumbrances, rights of first refusal and the like, in consideration for, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two (2) business days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by the Company in accordance with the instructions provided in the Exchange Notice, in which event such exchanged Units shall automatically be deemed cancelled concurrently with such payment, without any action on the part of any Person, including Public Co or the Company, or, at the option of Public Co if Public Co so elects, (y) the issuance by Public Co to a Public Co Member of a number of shares of Class A Common Stock equal to the number of Units exchanged, and a Public Co Member’s transfer of such Class A Common Stock to the exchanging Member in exchange for the Units (and the Company shall issue such Units in the name of the applicable Public Co Member). As described in Section 12.1(b), concurrently with any such Exchange of Units, a corresponding number of shares of Class B Common Stock beneficially owned by the exchanging Member automatically shall be deemed cancelled without any action on the part of any Person, including Public Co. If Public Co elects to issue Class A Common Stock in an Exchange, Public Co shall (i) deliver or cause to be delivered on behalf of a Public Co Member at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of Public Co) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Member (or in such other name as is requested in writing by the Member), in certificated form, as may be requested in writing by the exchanging Member or, (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Member set forth in the Exchange Notice, use its reasonable best efforts to deliver on behalf of a Public Co Member the shares of Class A Common Stock deliverable to such exchanging Member in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Member in the Exchange Notice. (ii) An Exchange pursuant to Section 12.1(a) of Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Member will be treated as a holder of record of Class A Common Stock as of the close of business on such date, and a Public Co Member will be treated as a holder of record of such Units as of the close of business on such Date of Exchange. (iii) Notwithstanding anything to the contrary herein, to the extent Public Co or the Company shall determine that interests in the Company do not meet the requirements of Treasury Regulation section 1.7704-1(h), Public Co or the Company may impose such restrictions on Exchanges as Public Co or the Company may determine to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” under Section 7704 of the Code. Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of Public Co or of the Company, such an Exchange would pose a material risk that the Company would be a “publicly traded partnership” under Section 7704 of the Code.

Elective Exchanges of Units. (i) Upon the terms and subject to the conditions of this Agreement, including Section 12.1(b) below, in the event any Member (other than a Public Co Member) wishes to effect an Exchange, such Member shall (A) deliver to Public Co X. Xxxxxxxxx’x and the Company an Exchange Notice and (B) surrender (or in the absence of a surrender, be deemed to surrender) to the Company (or, if Public Co X. Xxxxxxxxx’x issues Class A Common Stock pursuant to clause (y) below, to a Public Co Member) the Units relating to such Exchange at the office of the transfer agent for the Units (or at the principal office of the Company, if the Company serves as its own transfer agent), free and clear of all liens, encumbrances, rights of first refusal and the like, in consideration for, at the option of X. Xxxxxxxxx’x, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two (2) business days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by the Company in accordance with the instructions provided in the Exchange Notice, in which event such exchanged Units shall automatically be deemed cancelled concurrently with such payment, without any action on the part of any Person, including Public Co X. Xxxxxxxxx’x or the Company, or, at the option of Public Co if Public Co so elects, or (y) the issuance by Public Co X. Xxxxxxxxx’x to a Public Co Member of a number of shares of Class A Common Stock equal to the number of Units exchanged, and a Public Co Member’s transfer of such Class A Common Stock to the exchanging Member in exchange for the Units (and the Company shall issue such Units in the name of the applicable Public Co Member). As described in Section 12.1(b), concurrently Concurrently with any such Exchange of Units, a corresponding number of shares of Class B Common Stock beneficially owned by the exchanging Member automatically shall be deemed cancelled without any action on the part of any Person, including Public Co. X. Xxxxxxxxx’x. If Public Co X. Xxxxxxxxx’x elects to issue Class A Common Stock in an Exchange, Public Co X. Xxxxxxxxx’x shall (i) deliver or cause to be delivered on behalf of a Public Co Member at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of Public CoX. Xxxxxxxxx’x) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Member (or in such other name as is requested in writing by the Member), in certificated form, as may be requested in writing by the exchanging Member or, (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Member set forth in the Exchange Notice, use its reasonable best efforts to deliver on behalf of a Public Co Member the shares of Class A Common Stock deliverable to such exchanging Member in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Member in the Exchange Notice. (ii) An Exchange pursuant to Section 12.1(a) of Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Member will be treated as a holder of record of Class A Common Stock as of the close of business on such date, and a Public Co Member will be treated as a holder of record of such Units as of the close of business on such Date of Exchange. (iii) Notwithstanding anything to the contrary herein, to the extent Public Co X. Xxxxxxxxx’x or the Company shall determine that interests in the Company do not meet the requirements of Treasury Regulation section 1.7704-1(h), Public Co X. Xxxxxxxxx’x or the Company may impose such restrictions on Exchanges as Public Co X. Xxxxxxxxx’x or the Company may determine to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” under Section 7704 of the Code. Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of Public Co X. Xxxxxxxxx’x or of the Company, such an Exchange would pose a material risk that the Company would be a “publicly traded partnership” under Section 7704 of the Code.

Elective Exchanges of Units. (i) Upon the terms and subject to the conditions of this Agreement, including Section 12.1(b) below, in the event any a Class B Member (other than a Public Co Member) wishes to may effect an Exchange, such Member shall Exchange by (A) deliver delivering to Public Co X. Xxxxxxxxx’x and the Company an Exchange Notice and (B) surrender surrendering (or in the absence of a surrender, be deemed to surrender) to the Company (or, if Public Co issues the Class A Common Stock pursuant to clause (y) below, to a Public Co Member) the B Units relating to such Exchange at the office of the transfer agent for the Units (or at the principal office of the Company, if the Company serves as its own transfer agent), free and clear of all liens, encumbrances, rights of first refusal and the like, in consideration for, at the option of the Managing Member, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two (2) business days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment cash payment by the Company in accordance with the instructions provided in the Exchange NoticeNotice in an amount equal to the Class B Unit Exchange Price for each Class B Unit subject to such Exchange, in which event such exchanged Units shall automatically be deemed cancelled concurrently with such payment, without any action on the part of any Person, including Public Co X. Xxxxxxxxx’x or the Company, or, at the option of Public Co if Public Co so elects, or (y) the issuance by Public Co X. Xxxxxxxxx’x to a Public Co such Class B Member of a number of shares of Class A Common Stock equal to the number quotient obtained by dividing (A) the product of Units exchanged, and a Public Co Member’s transfer of such the Class A Common Stock to the exchanging Member in exchange B Unit Exchange Price for the Units (and the Company shall issue such Units in multiplied by the name of the applicable Public Co Member). As described in Section 12.1(b), concurrently with any such Exchange of Units, a corresponding number of shares of Class B Units subject to such Exchange, by (B) the VWAP Price as of the date of the delivery of the Exchange Notice. Notwithstanding the foregoing or any other provision of this Agreement, an Exchange of Class B Units by the Management Company or any transferee thereof may only be effected for shares of Common Stock beneficially owned by pursuant to clause (y) above. If X. Xxxxxxxxx’x elects or is required (in the exchanging Member automatically shall be deemed cancelled without any action on case of the part of any Person, including Public Co. If Public Co elects Management Company) to issue Class A Common Stock in an Exchange, Public Co X. Xxxxxxxxx’x shall (iA) deliver or cause to be delivered on behalf of a Public Co Member at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of Public Co) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging such Class B Member (or in such other name as is requested in writing by the such Class B Member), in certificated form, as may be requested in writing by the exchanging such Class B Member or, (iiB) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging such Class B Member set forth in the Exchange Notice, use its reasonable best efforts to deliver on behalf of a Public Co Member the shares of Class A Common Stock deliverable to such exchanging Class B Member in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Class B Member in the Exchange Notice. (ii) An Exchange pursuant to Section 12.1(a) of Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Class B Member effecting such Exchange will be treated as a holder of record of Class A Common Stock as of the close of business on such date, and a Public Co Member will be treated as a holder of record of such Units as of the close of business on such Date of Exchange. (iii) Notwithstanding anything to the contrary herein, to the extent Public Co or the Company shall determine that interests in the Company do not meet the requirements of Treasury Regulation section 1.7704-1(h), Public Co or the Company may impose such restrictions on Exchanges as Public Co or the Company may determine to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” under Section 7704 of the Code. Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of Public Co or of the Company, such an Exchange would pose a material risk that the Company would be a “publicly traded partnership” under Section 7704 of the Code.