Exchange of Bruin Purchaser Units for Class A Units Sample Clauses

Exchange of Bruin Purchaser Units for Class A Units. If at any time and from time to time, a member of Bruin Purchaser is entitled, upon the terms and subject to the conditions of the Bruin Purchaser Company Agreement, to surrender all or a portion of its Bruin Purchaser Units to the Company in exchange for the delivery to such member of a number of Class A Units that is equal to the number of Bruin Purchaser Units surrendered (such exchange, an “Exchange”), then as promptly as practicable following the delivery of such notice of Exchange to the Managing Member, the Company shall register such number of Class A Units in the name of the relevant Person (by notation in the books of the Company or its transfer agent or otherwise). Without the consent or approval of any Member, the Company shall issue Class A Units to or for the account of the Person making the Exchange in exchange for the delivery to the Company of a number of Bruin Purchaser Units that is equal to the number of Bruin Purchaser Units surrendered by an Exchanging Person. Each Exchanging Person shall bear its own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that Bruin Purchaser shall bear any transfer taxes, or other similar taxes in connection with, or arising by reason of, any Exchange; provided, however, that if any Class A Units are to be delivered in a name other than that of the Person that requested the Exchange, then such Person in whose name such Class A Units are to be delivered shall pay to Bruin Purchaser the amount of any transfer taxes or other similar taxes in connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of the Managing Member that such tax has been paid or is not payable. For the avoidance of doubt, and notwithstanding anything to the contrary herein, a Person shall not be entitled to Exchange Bruin Purchaser Units for Class A Units to the extent the Company determines that such Exchange would be prohibited by Law or regulation. Upon the consummation of an Exchange, the Managing Member shall admit such Exchanging Person as a Member upon such Person executing a joinder in the form of Exhibit B to this Agreement and executing such other documents and instruments as the Managing Member may reasonably request.
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Related to Exchange of Bruin Purchaser Units for Class A Units

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