Common use of Elective Exchanges Clause in Contracts

Elective Exchanges. (i) Subject to Section 2.1(b), and otherwise upon the terms and subject to the conditions hereof and of the LLC Agreement, each Company Unitholder shall have the right from time to time (but subject to the Senior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units, and, for each Company Class B Unit surrendered, a corresponding share of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the LLC Agreement) to the Company and to thereby cause the Company to deliver to that Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Exchange”). (ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading markets in the Company's Common Stock as determined by the Board (or a committee thereof to which the Board has delegated such authority) in its sole discretion. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines, after consultation with counsel, that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, (A) a written election of exchange in respect of the Company Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), duly executed by such Company Unitholder, (B) any certificates in such Company Unitholder’s possession representing such Company Exchangeable Units, (C) if applicable, any stock certificates in such Company Unitholder’s possession representing the shares of Class B Common Stock required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents or instruments as either the Company or the Corporation may reasonably require in connection with the Exchange. If any certificate referenced in clause (B) or (C) of the immediately preceding sentence is alleged to be lost, stolen or destroyed, the Company Unitholder shall furnish, in lieu thereof, an affidavit of loss and, if required by the Company or the Corporation, an indemnity in a customary amount to indemnify the Company or the Corporation, as applicable, against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate. After the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii), the Company will effect the Exchange in accordance with its then-current policies (including policies intended to ensure orderly liquidity for Exchanging Company Unitholders and stability in the trading market for the Company’s securities) and inform the Company Unitholder of the effective date of such Exchange (the “Exchange Date”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (iv) At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed not to have elected the Cash Settlement method. (v) Notwithstanding anything herein to the contrary, (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change of control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the consummation thereof, shall, in either case, terminate all of the exchanging Company Unitholder’s, Company’s and Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed rescinded.

Elective Exchanges. (i) Subject Each Class A Unitholder shall be entitled at any time and from time to Section 2.1(b)time, and otherwise upon the terms and subject to the conditions hereof and hereof, to surrender Combined Units to the Corporation in exchange for the delivery to the exchanging Class A Unitholder of (A) a number of shares of Class A Common Stock that is equal to the product of the LLC Agreement, each Company Unitholder shall have the right from time to time (but subject to the Senior Unitholder Restriction, in the case number of Senior Unitholders) to surrender Company Exchangeable Units, and, for each Company Class B Unit surrendered, a corresponding share of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the LLC Agreement) to the Company and to thereby cause the Company to deliver to that Company Unitholder (or its designee) Combined Units surrendered multiplied by the Exchange Consideration as set forth herein Rate (an exchange of Combined Units for Class A Common Stock, an “Exchange”); provided that any such Exchange is for a minimum of the least of (i) 5,000 Combined Units, (ii) such other number of Combined Units as may be determined by the Board with respect to any particular Exchange, and (iii) all of the Combined Units held by such Class A Unitholder. (ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of A Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading markets in the Company's Common Stock as determined by the Board (or a committee thereof to which the Board has delegated such authority) in its sole discretion. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines, after consultation with counsel, that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Combined Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a9.9(a)(i) by delivering to the CompanyCorporation, with a contemporaneous copy delivered to the CorporationCompany, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, Corporation (A) a written election of exchange in respect of the Company Exchangeable Combined Units to be exchanged substantially in the form of Exhibit A hereto Exchanged (an “Exchange Notice”), duly executed by such Company Class A Unitholder, (B) any certificates in such Company Unitholder’s possession representing such Company Exchangeable Combined Units (including any certificates representing the underlying Class A Common Units, (C) if applicable, and any stock certificates in such Company Unitholder’s possession representing the underlying shares of Class B Common Stock Stock, in each case issued to such Class A Unitholder according to the books and records of the Company and the Corporation as applicable), provided that if any such certificate has been lost, the exchanging Class A Unitholder may deliver, in lieu of such certificate, an affidavit of lost certificate, and (C) if the Corporation requires the delivery of the certification contemplated by Section 9.9(b), such certification or written notice from such Class A Unitholder that it is unable to provide such certification. Upon a Class A Unitholder exercising its right to Exchange, the Corporation shall take such actions as may be required to be surrendered ensure that such Class A Unitholder receives the shares of Class A Common Stock that such exchanging Class A Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 9.9(a). If an exchanging Class A Unitholder receives the shares of Class A Common Stock that it is entitled to receive in connection with an Exchange pursuant to this Section 9.9(a) from the Corporation pursuant to this Section 9.9(a)(ii), the Class A Unitholder shall have no further right to receive shares of Class B Units, and (D) such other information, documents or instruments as either the Company or A Common Stock from the Corporation may reasonably require in connection with that Exchange, and the ExchangeCorporation shall be deemed to have satisfied its obligations under the second sentence of this Section 9.9(a)(ii). If any certificate referenced in clause An Exchange pursuant to this Section 9.9(a) shall be deemed to have been effected on the Business Day (B) or (C) of the immediately preceding sentence is alleged to be lost, stolen or destroyedsuch Business Day, the Company Unitholder shall furnish, in lieu thereof, an affidavit “Exchange Date”) immediately following the earliest Business Day as of loss and, if required by which the Company or the Corporation, an indemnity in a customary amount to indemnify the Company or the Corporation, as applicable, against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate. After Corporation has received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii), the Company will effect the Exchange in accordance with its then-current policies (including policies intended to ensure orderly liquidity for Exchanging Company Unitholders and stability in the trading market for the Company’s securities) and inform the Company Unitholder of the effective date of such Exchange (the “Exchange Date”9.9(a)(ii). On the Exchange Date, all rights of the exchanging Company Class A Unitholder as a holder of the Company Exchangeable Combined Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Class A Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Class A Unitholder in respect of such Exchange. (iv) At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed not to have elected the Cash Settlement method. (v) Notwithstanding anything herein to the contrary, (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change of control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the consummation thereof, shall, in either case, terminate all of the exchanging Company Unitholder’s, Company’s and Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed rescinded.

Elective Exchanges. (i) Subject to Section 2.1(b2.1(d), and otherwise upon the terms and subject to the conditions hereof and of the LLC Agreement, each Company Unitholder shall have the right from time to time (but subject to the Senior Unitholder Restriction, in the case of Senior Unitholders) during any Liquidity Period to surrender Company Exchangeable Units, and, for each Company Class B Unit surrendered, a corresponding share of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the LLC Agreement) to the Company and to thereby cause the Company to deliver to that Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Exchange”). (ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that it determines to be detrimental to the Corporation, the Company, or their respective businesses, or that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established. (iii) The Corporation and the Company may from time to time, or that, if effected, would adversely affect upon the trading markets in the Company's Common Stock as determined by consent of a majority of the Board (or a committee thereof to which the Board has delegated such authority) in its sole discretion. In particular), a provide notice to each holder of one or more Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines, after consultation with counsel, that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability Exchangeable Units of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnelLiquidity Period. (iiiiv) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, , (A) a written election of exchange in respect of the Company Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), duly executed by such Company Unitholder, (B) any certificates in such Company Unitholder’s possession representing such Company Exchangeable Units, (C) if applicable, any stock certificates in such Company Unitholder’s possession representing the shares of Class B Common Stock required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents or instruments as either the Company or the Corporation may reasonably require in connection with the Exchange. If any certificate referenced in clause (B) or (C) of the immediately preceding sentence is alleged to be lost, stolen or destroyed, the Company Unitholder shall furnish, in lieu thereof, an affidavit of loss and, if required by the Company or the Corporation, an indemnity in a customary amount to indemnify the Company or the Corporation, as applicable, against any claim Provided that may be made against it on account of the alleged loss, theft or destruction of such certificate. After the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii2.1(a)(iv) have been delivered to the CompanyCompany during a Liquidity Period, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v2.1(a)(vi) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii), an Exchange pursuant to this Section 2.1(a) shall be effected on the last day of such Liquidity Period, or such other date as the Corporation and the Company will effect the Exchange in accordance with its then-current policies (including policies intended to ensure orderly liquidity for Exchanging Company Unitholders and stability in the trading market for the Company’s securities) and inform the Company Unitholder of the effective date of such Exchange may determine (the “Exchange Date”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (ivv) At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed not to have elected the Cash Settlement method. (vvi) Notwithstanding anything herein to the contrary, (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the consummation thereof, shall, in either case, terminate all of the exchanging Company Unitholder’s, Company’s and Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed rescinded.

Elective Exchanges. (i) Subject to Section 2.1(b2.1(d), each Company Unitholder shall be entitled at any time and otherwise from time to time, upon the terms and subject to the conditions hereof and of the LLC Agreement, each Company Unitholder shall have the right from time to time (but subject to the Senior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units, and, for each Company Class B Unit surrendered, Units and a corresponding share number of shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the LLC Agreementlike) to the Company and in exchange for the delivery to thereby cause the Company to deliver to that such Company Unitholder (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Consideration as set forth herein Rate or (y) the Cash Settlement (an exchange of Company Units and Class B Common Stock for Class A Common Stock or the Cash Settlement, an “Exchange”). (ii) For , provided that any such Exchange is for a minimum of the avoidance lesser of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange [ ] percent ([ ]%) of Class B the then outstanding Company Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; and (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery all of the Cash Settlement as Company Units then held by such Company Unitholder and its affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash SettlementLLC Agreement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or provided that, if effected, would adversely affect notwithstanding anything to the trading markets in the Company's Common Stock as determined by the Board (or a committee thereof to which the Board has delegated such authority) in its sole discretion. In particularcontrary contained herein, a Company Unitholder shall not be entitled to an ExchangeExchange Company Units and Class B Common Stock, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines, after consultation with counsel, determines based on the advice of counsel that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act of 1933, as amended, or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iiiii) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, and a corresponding number of shares of Class B Common Stock, Stock as set forth in Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, , (A) a written election of exchange in respect of the Company Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), duly executed by such Company Unitholder, (B) any certificates in such Company Unitholder’s possession representing such Company Exchangeable Units, (C) if applicable, any stock certificates in such Company Unitholder’s possession representing the such shares of Class B Common Stock required to be surrendered in connection with an Exchange of Class B Units, and (D) such other informationif the Corporation, documents or instruments as either the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Company Unitholder that it is unable to provide such certification. Unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(iii), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation may reasonably require in connection with the Exchange. If any certificate referenced in clause (B) or (C) of the immediately preceding sentence is alleged to be lost, stolen or destroyed, and the Company Unitholder shall furnish, in lieu thereof, an affidavit of loss and, if required by the Company or the Corporation, an indemnity in a customary amount to indemnify the Company or the Corporation, as applicable, against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate. After have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v2.1(a)(ii) or the Company has refused to honor the request such later date that is a Business Day specified in full pursuant to Section 2.1(a)(ii), the Company will effect the Exchange in accordance with its then-current policies Notice (including policies intended to ensure orderly liquidity for Exchanging Company Unitholders and stability in the trading market for the Company’s securities) and inform the Company Unitholder of the effective date of such Exchange (Business Day, the “Exchange Date”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tenderedSettlement, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (iviii) At least Within two (2) Business Days before following the Business Day on which the Corporation and the Company have received the Exchange DateNotice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company UnitholdersUnitholder) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed not to have not elected the Cash Settlement method. (v) . Notwithstanding anything herein to the contrary, (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. 5:00p.m. New York City time, on the Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, (B) if any, the number of Company Units and corresponding number of shares of Class B Common Stock as to which the Exchange Notice remains in effecteffect and (C) if the Company Unitholder so determines, a new Exchange Date or any other new or revised information permitted in the Exchange Notice, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the consummation thereof, shall, in either case, terminate all of the exchanging Company Unitholder’s, Company’s and Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed rescinded.

Elective Exchanges. (i) Subject to Section 2.1(b)) , and otherwise upon the terms and subject to the conditions hereof and of the LLC Agreement, each Company Unitholder shall have the right from time to time (but subject to the Senior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units, and, for each Company Class B Unit surrendered, a corresponding share of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the LLC Agreement) to the Company and to thereby cause the Company to deliver to that Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Exchange“ Exchange ”). (ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading markets market in the Company's Common Stock as determined by the Board (or a committee thereof to which the Board has delegated such authority) in its sole discretionStock. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines, after consultation with counsel, determines based on the advice of counsel that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, , (A) a written election of exchange in respect of the Company Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), duly executed by such Company Unitholder, (B) any certificates in such Company Unitholder’s possession representing such Company Exchangeable Units, (C) if applicable, any stock certificates in such Company Unitholder’s possession representing the shares of Class B Common Stock required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents or instruments as either the Company or the Corporation may reasonably require in connection with the Exchange. If any certificate referenced in clause (B) or (C) of the immediately preceding sentence is alleged to be lost, stolen or destroyed, the Company Unitholder shall furnish, in lieu thereof, an affidavit of loss and, if required by the Company or the Corporation, an indemnity in a customary amount to indemnify the Company or the Corporation, as applicable, against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate. After the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii), the Company will effect the Exchange in accordance with its then-current policies (including policies intended to ensure orderly liquidity for Exchanging Company Unitholders and stability in the trading market for the Company’s securities) and inform the Company Unitholder of the effective date of such Exchange (the “Exchange Date”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (iv) At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed not to have elected the Cash Settlement method. (v) Notwithstanding anything herein to the contrary, (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately prior to the Exchange Date by giving written notice (the ““ Retraction NoticeNotice ”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the consummation thereof, shall, in either case, terminate all of the exchanging Company Unitholder’s, Company’s and Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed rescinded.

Elective Exchanges. (i) Subject Each Company Unitholder shall be entitled at any time and from time to Section 2.1(b)time, and otherwise upon the terms and subject to the conditions hereof and of the LLC Agreement, each Company Unitholder shall have the right from time to time (but subject to the Senior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units, and, for each Company Class B Unit surrendered, a corresponding share of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the LLC Agreement) Units to the Company and in exchange for the delivery to thereby cause the Company to deliver to that exchanging Company Unitholder (or its designee) of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Consideration as set forth herein Rate (an exchange of Company Units for Class A Common Stock, an “Exchange”); provided that any such Exchange is for a minimum of the lesser of (i) 5,000 Company Units, (ii) such other number of Company Units as may be determined by the Managing Member with respect to any particular Exchange, and (iii) all of the Company Units held by such Company Unitholder. (ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading markets in the Company's Common Stock as determined by the Board (or a committee thereof to which the Board has delegated such authority) in its sole discretion. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines, after consultation with counsel, that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, , (A) a written election of exchange in respect of the Company Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), duly executed by such Company Unitholderholder, (B) any certificates in such Company Unitholder’s possession representing such Company Exchangeable Units, (C) if applicableall of the Company Units then held by such Company Unitholder are being surrendered, any all stock certificates in such Company Unitholder’s possession representing the all shares of Class B Common Stock issued to such Company Unitholder according to the books and records of the Corporation and (D) if the Corporation or the Company requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Company Unitholder that it is unable to provide such certification. Upon a Company Unitholder exercising its right to Exchange, the Corporation shall take such actions as (x) may be required to ensure that such Company Unitholder receives the shares of Class A Common Stock that such exchanging Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1(a), and (y) may be surrendered reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). With respect to any Company Unitholder exercising its right to Exchange, the Corporation shall have the right but not the obligation to acquire the Company Units such Company Unitholder is requesting to be exchanged directly from such Company Unitholder in exchange for shares of Class A Common Stock. If an exchanging Company Unitholder receives the shares of Class A Common Stock that it is entitled to receive in connection with an Exchange of Class B Units, and (Dpursuant to this Section 2.1(a) such other information, documents or instruments as either the Company or from the Corporation may reasonably require in connection with the Exchange. If any certificate referenced in clause (B) or (C) of the immediately preceding sentence is alleged pursuant to be lost, stolen or destroyedthis Section 2.1(a)(ii), the Company Unitholder shall furnish, in lieu thereof, an affidavit have no further right to receive shares of loss and, if required by Class A Common Stock from the Company or in connection with that Exchange, and the CorporationCorporation shall be deemed to have satisfied its obligations under the second sentence of this Section 2.1(a)(ii). An Exchange pursuant to this Section 2.1(a) shall be deemed to have been effected on the Business Day (such Business Day, an indemnity in a customary amount to indemnify the “Exchange Date”) immediately following the earliest Business Day as of which the Corporation and the Company or the Corporation, as applicable, against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate. After have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii), the Company will effect the Exchange in accordance with its then-current policies (including policies intended to ensure orderly liquidity for Exchanging Company Unitholders and stability in the trading market for the Company’s securities) and inform the Company Unitholder of the effective date of such Exchange (the “Exchange Date”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (iviii) At least two Business Days before On the date hereof, a Company Unitholder may exercise its right to Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) Company Units for an equivalent number of shares of Class A Common Stock pursuant to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed not to have elected the Cash Settlement method. (v) this Section 2.1(a). Notwithstanding anything herein to the contrary, (x) a the Corporation shall acquire any such Company Units directly from the Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change of control transaction or otherwise) of for such shares of Class A Common Stock Stock. Notwithstanding anything herein or any mergerin the Tax Receivable Agreement to the contrary, consolidation or other business combination. The timely delivery of the Corporation, the Company and such Company Unitholder all intend to treat such Exchange as a Retraction Notice indicating an entire withdrawal transfer described in section 351 of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the consummation thereof, shall, in either case, terminate all of the exchanging Company Unitholder’s, Company’s and Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed rescindedCode.

Elective Exchanges. (i) Subject Each Company Unitholder shall be entitled at any time and from time to Section 2.1(b)time, and otherwise upon the terms and subject to the conditions hereof and of the LLC Agreement, each Company Unitholder shall have the right from time to time (but subject to the Senior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units, and, for each Company Class B Unit surrendered, Units and a corresponding share number of shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the LLC Agreementlike) to the Company and in exchange for the delivery to thereby cause the Company to deliver to that such Company Unitholder (or its designee) of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Consideration as set forth herein Rate (an exchange of Company Units and Class B Common Stock for Class A Common Stock, an “Exchange”), provided that any such Exchange is for a minimum of the lesser of (A) one percent (1%) of the then outstanding Company Units and (B) all of the Company Units then held by such Company Unitholder and its affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the LLC Agreement or the Registration Rights Agreement. (ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading markets in the Company's Common Stock as determined by the Board (or a committee thereof to which the Board has delegated such authority) in its sole discretion. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines, after consultation with counsel, that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, and a corresponding number of shares of Class B Common Stock, Stock as set forth in in Section 2.1(a2.1 (a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, , (A) a written election of exchange in respect of the Company Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), duly executed by such Company Unitholder, (B) any certificates in such Company Unitholder’s possession representing such Company Exchangeable Units, (C) if applicable, any stock certificates in representing such Company Unitholder’s possession representing the shares of Class B Common Stock required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents if the Corporation or instruments as either the Company requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Company Unitholder that it is unable to provide such certification. An Exchange pursuant to this Section 2.1(a) shall be effected on the third Business Day following the Business Day on which the Corporation may reasonably require in connection with the Exchange. If any certificate referenced in clause (B) or (C) of the immediately preceding sentence is alleged to be lost, stolen or destroyed, and the Company Unitholder shall furnish, in lieu thereof, an affidavit of loss and, if required by the Company or the Corporation, an indemnity in a customary amount to indemnify the Company or the Corporation, as applicable, against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate. After have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v2.1(a)(ii) or the Company has refused to honor the request such later date that is a Business Day specified in full pursuant to Section 2.1(a)(ii), the Company will effect the Exchange in accordance with its then-current policies Notice (including policies intended to ensure orderly liquidity for Exchanging Company Unitholders and stability in the trading market for the Company’s securities) and inform the Company Unitholder of the effective date of such Exchange (Business Day, the “Exchange Date”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (iv) At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed not to have elected the Cash Settlement method. (v) Notwithstanding anything herein to the contrary, (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change of control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the consummation thereof, shall, in either case, terminate all of the exchanging Company Unitholder’s, Company’s and Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed rescinded.