Exchange of Class A Common Stock. 1.1 Subject to the terms and conditions of this Agreement, immediately following the Effective Time and effective upon the consummation of the IPO (the “Exchange Effective Time”), each Exchange Stockholder shall be deemed to have automatically transferred to the Company the shares of Class A Common Stock held by such Exchange Stockholder as set forth on Exhibit A hereto (the “Class A Shares”) and the Company shall issue to each Exchange Stockholder shares of Class B Common Stock (the “Class B Shares”) in exchange therefor, at an exchange ratio of one (1) Class A Share for one (1) Class B Share (the “Exchange”). The number of Class A Shares to be transferred and the number of Class B Shares to be received in the Exchange by each Exchange Stockholder are as set forth on Exhibit A hereto.
1.2 Concurrently herewith, each Exchange Stockholder is delivering to the Company such instruments of transfer or other documentation as may be reasonably required to evidence that the shares of the Pre-IPO Common Stock (which will automatically be renamed as Class A Common Stock upon the Effective Time) held by such Exchange Stockholder have been duly transferred to the Company to be held in escrow until the Exchange Effective Time and such documents are automatically released without further action by the Company or the Exchange Stockholder at the Exchange Effective Time.
1.3 Upon the effectiveness of the Exchange, the Company shall deliver to each Exchange Stockholder such documentation as may be reasonably required to evidence that the applicable number of Class B Shares have been duly issued and transferred to such Exchange Stockholder.
Exchange of Class A Common Stock. (a) Subject to the terms and conditions of this Agreement, immediately following the Effective Time, Founder shall be deemed to have automatically transferred to the Company the shares of Class A Common Stock held by Founder (the “Class A Shares”) and the Company shall issue to Founder shares of Class C Common Stock (the “Class C Shares”), at an exchange ratio of one (1) Class A Share for one (1) Class C Share (the “Exchange”).
(b) Concurrently herewith, Founder is delivering to the Company such instruments of transfer or other documentation as may be reasonably required to evidence that the shares of Class A Common Stock have been duly transferred to the Company to be held in escrow until the Effective Time and such documents are automatically released without further action by the Company or Founder at the Effective Time.
Exchange of Class A Common Stock. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (or, solely with respect to shares to be acquired upon the conversion of the Preferred Stock, the time of conversion, if later), the Company shall issue to each Exchange Stockholder, and each Exchange Stockholder shall receive and accept from the Company, the number of shares of Class B Common Stock set forth on Schedule A attached hereto (such shares, the “New Shares”) only to the extent the New Shares are in exchange for all of such Exchange Stockholder’s shares of Class A Common Stock held by such Exchange Stockholder (or acquired or to be acquired by such Exchange Stockholder upon conversion of Preferred Stock or Class F Common Stock held by such Exchange Stockholder) as of the Effective Time (the “Old Shares”). For the avoidance of doubt, (i) any shares of Class A Common Stock acquired by any Exchange Stockholder in connection with the initial public offering (other than upon conversion of Preferred Stock or the Class F Common Stock) shall not be subject to this Agreement or the Exchange, and (ii) with respect of any shares of Class A Common Stock sold by any Exchange Stockholder in the initial public offering (including in connection with any underwriter option to acquire additional shares), such shares of Class A Common Stock shall first be deemed exchanged for Class B Common Stock as contemplated by this Agreement, and shall then be deemed voluntarily converted into shares of Class A Common Stock by such Exchange Stockholder in connection with the sale of such shares in the initial public offering. Such shares of Class A Common Stock shall not be subject to this Agreement or the Exchange following such sale in the initial public offering.
(b) Notwithstanding anything to the contrary set forth herein, any stock certificate representing Old Shares outstanding immediately prior to the Effective Time shall, from and after the Effective Time, be deemed to represent an equivalent number of shares of Class B Common Stock pursuant to the Exchange.
(c) Notwithstanding anything to the contrary set forth herein, nothing in this Agreement requires KKR Denali Holdings, L.P. or its affiliates to convert any shares of Preferred Stock except pursuant to automatic conversion upon the closing of a Qualified IPO (as defined in the Certificate of Incorporation) pursuant to the terms of the Certificate of Incorporation, and KKR Denali Holdings, L.P. shall exchange Old Shares in the Exchang...
Exchange of Class A Common Stock. (a) Subject to the terms and conditions of this Agreement, at the Exchange Effective Time, the Company shall issue to each Exchange Stockholder, and each Exchange Stockholder shall receive and accept from the Company, the number of shares of Class B Common Stock set forth on Schedule A attached hereto (such shares, the “New Shares”) only to the extent the New Shares are in exchange for all shares of Class A Common Stock held by such Exchange Stockholder as of the Effective Time (the “Reclassified Shares”).
(b) Notwithstanding anything to the contrary set forth herein, any stock certificate representing Reclassified Shares outstanding immediately prior to the Exchange Effective Time shall, from and after the Exchange Effective Time, be deemed to represent an equivalent number of shares of Class B Common Stock pursuant to the Exchange.
Exchange of Class A Common Stock. (a) Subject to the terms and conditions of this Agreement, each Exchange Stockholder shall transfer to the Company the shares of Class A Common Stock held by such Exchange Stockholder as set forth on Exhibit A hereto (the “Class A Shares”) and the Company shall issue to each Exchange Stockholder shares of Class B Common Stock (the “Class B Shares”), at an exchange ratio of one (1) Class A Share for one (1) Class B Share (the “Exchange”). The number of Class A Shares to be transferred and the number of Class B Shares to be received in the Exchange by each Exchange Stockholder are as set forth on Exhibit A hereto.
(b) Concurrently herewith, each Exchange Stockholder is delivering to the Company such instruments of transfer or other documentation as may be reasonably required to evidence that the shares of Common Stock.
(c) Following the Exchange, the Company shall deliver to each Exchange Stockholder such documentation as may be reasonably required to evidence that the Class B Shares have been duly issued and transferred to the applicable Exchange Stockholder.
Exchange of Class A Common Stock. (a) Subject to the terms and conditions of this Agreement, immediately following the Effective Time each Exchange Stockholder shall be deemed to have automatically transferred to the Company the shares of Class A Common Stock held by such Exchange Stockholder as set forth on Exhibit A hereto (the “Class A Shares”) and the Company shall issue to each Exchange Stockholder shares of Class B Common Stock (the “Class B Shares”), at an exchange ratio of one (1) Class A Share for one (1) Class B Share (the “Exchange”). The number of Class A Shares to be transferred and the number of Class B Shares to be received in the Exchange by each Exchange Stockholder are as set forth on Exhibit A hereto.
(b) Concurrently herewith, each Exchange Stockholder is delivering to the Company such instruments of transfer or other documentation as may be reasonably required to evidence that the shares of Common Stock (which will automatically be renamed as Class A Common Stock upon the Effective Time) have been duly transferred to the Company to be held in escrow until the Effective Time and such documents are automatically released without further action by the Company or the Exchange Stockholder at the Effective Time.
Exchange of Class A Common Stock. (a) Subject to the terms and conditions of this Agreement, immediately following the Effective Time each Exchange Stockholder shall be deemed to have automatically transferred to the Company the shares of Class A Common Stock held by such Exchange Stockholder as set forth on Exhibit A hereto (the “Class A Shares”) and the Company shall issue, and shall be deemed to issue, to each Exchange Stockholder shares of Class B Common Stock (the “Class B Shares”), at an exchange ratio of one (1) Class A Share for one (1) Class B Share (the “Exchange”). The number of Class A Shares to be transferred and the number of Class B Shares to be received in the Exchange by each Exchange Stockholder are as set forth on Exhibit A hereto.
(b) Concurrently herewith, each Exchange Stockholder is delivering to the Company such instruments of transfer or other documentation as may be reasonably required to evidence that the shares of Common Stock (which will automatically be reclassified as, and will become, an equal number of shares of Class A Common Stock upon the Effective Time) have been duly transferred to the Company to be held in escrow until the Effective Time and such documents are automatically released without further action by the Company or the Exchange Stockholder at the Effective Time.
Exchange of Class A Common Stock. 1.1 Subject to the terms and conditions of this Agreement, effective upon the execution of this Agreement (the “Exchange Effective Time”), each Exchange Stockholder shall be deemed to have automatically transferred to the Company the shares of Class A Common Stock held by such Exchange Stockholder as set forth on Exhibit A hereto (the “Class A Shares”) and the Company shall issue to each Exchange Stockholder shares of Class B Common Stock (the “Class B Shares”), at an exchange ratio of one (1) Class A Share for one (1) Class B Share (the “Exchange”). The number of Class A Shares to be transferred and the number of Class B Shares to be received in the Exchange by each Exchange Stockholder are as set forth on Exhibit A hereto.
1.2 Concurrently herewith, each Exchange Stockholder is delivering to the Company such instruments of transfer or other documentation as may be reasonably required to evidence that the shares of Class A Common Stock held by such Exchange Stockholder have been duly transferred to the Company to be held in escrow until the Exchange Effective Time and such documents are automatically released without further action by the Company or the Exchange Stockholder at the Exchange Effective Time.
1.3 Upon the effectiveness of the Exchange, the Company shall deliver to each Exchange Stockholder such documentation as may be reasonably required to evidence that the Class B Shares have been duly issued and transferred to the applicable Exchange Stockholder.
Exchange of Class A Common Stock. 1.1 Subject to the terms and conditions of this Agreement, immediately following the Effective Time and effective immediately prior to the consummation of the IPO (the “Exchange Effective Time”), each Exchange Stockholder shall be deemed to have automatically transferred to the Company the shares of Class A Common Stock held by such Exchange Stockholder as set forth on Exhibit A hereto (the “Class A Shares”) and the Company shall issue to each Exchange Stockholder shares of Class B Common Stock (the “Class B Shares”), at an exchange ratio of one (1) Class A Share for one (1) Class B Share (the “Exchange”). The number of Class A Shares to be transferred and the number of Class B Shares to be received in the Exchange by each Exchange Stockholder are as set forth on Exhibit A hereto.
1.2 Concurrently herewith, each Exchange Stockholder shall deliver to the Company an Assignment Separate from Certificate in substantially the form attached to this agreement as Exhibit B to evidence that the shares of the Pre-IPO Common Stock (which will automatically be renamed as Class A Common Stock upon the Effective Time) have been duly transferred to the Company to be held in escrow until the Exchange Effective Time and such documents are automatically released without further action by the Company or the Exchange Stockholder at the Exchange Effective Time.
1.3 Upon the effectiveness of the Exchange, the Company shall deliver to each Exchange Stockholder such documentation as may be reasonably required to evidence that the Class B Shares have been duly issued and transferred to the applicable Exchange Stockholder.
Exchange of Class A Common Stock. At the Closing, Austin Ventures III-A, L.P. and Austin Ventures III-B, L.P. shall transfer to the Company good and valid title to all of the shares of Class A Common Stock held by each of them, and the Company shall issue shares of the New Series A Preferred to each of them at the Closing such that when added to the shares of New Series A Preferred issued to them pursuant to Section 2(c)(i), they shall hold immediately after the Closing the number of shares of New Series A Preferred in the amount set forth opposite each of their names on Exhibit E hereto.
