Common use of EXCHANGE OF NCLC VESTED UNITS Clause in Contracts

EXCHANGE OF NCLC VESTED UNITS. SECTION 2.1 EXCHANGE OF NCLC VESTED UNITS. (a) Subject to adjustment as provided in this Article II and in Section 3 of the NCLC Partnership Agreement, each NCLC Unit Holder shall be entitled, on any Exchange Date, to surrender NCLC Vested Units to the Company in exchange for the delivery by the Company of, at the election of the Company, either (i) a number of NCLH Shares equal to the product of such number of NCLC Vested Units surrendered multiplied by the Exchange Rate, or (ii) an amount in cash equal to the fair market value of the NCLH Shares such NCLH Unit Holder would have received if such NCLH Unit Holder received NCLH Shares pursuant to Section 2.1(a)(i) (such exchange, an “Exchange”). (b) On the Exchange Date that NCLC Vested Units are surrendered for exchange, all rights of the exchanging NCLC Unit Holder as holder of such NCLC Vested Units shall cease, and such exchanging NCLC Unit Holder shall be treated for all purposes as having become the record holder of such NCLH Shares. (c) For the avoidance of doubt, any exchange of NCLC Vested Units shall be subject to the provisions of Section 3 of the NCLC Partnership Agreement. (d) For the avoidance of doubt, the NCLC Unit Holders shall have no right to exchange any NCLC Unvested Units.

EXCHANGE OF NCLC VESTED UNITS. SECTION 2.1 EXCHANGE OF NCLC VESTED UNITS. (a) Subject to adjustment as provided in this Article II and in Section 3 of the NCLC Partnership Agreement, each NCLC Unit Holder shall be entitled, on any Exchange DateDate that is prior to December 31, 2014 (or such later date as is determined by the Board of Directors of NCLH), to surrender NCLC Vested Units to the Company in exchange for the delivery by the Company of, at the election of the Company, either (i) a number of NCLH Shares equal to the product of such number of NCLC Vested Units surrendered multiplied by the Exchange Rate, or (ii) an amount in cash equal to the fair market value of the NCLH Shares such NCLH Unit Holder would have received if such NCLH Unit Holder received NCLH Shares pursuant to Section 2.1(a)(i) (such exchange, an “Exchange”). (b) On the Exchange Date that NCLC Vested Units are surrendered for exchange, all rights of the exchanging NCLC Unit Holder as holder of such NCLC Vested Units shall cease, and such exchanging NCLC Unit Holder shall be treated for all purposes as having become the record holder of such NCLH Shares. (c) For the avoidance of doubt, any exchange of NCLC Vested Units shall be subject to the provisions of Section 3 of the NCLC Partnership Agreement. (d) For the avoidance of doubt, the no NCLC Unit Holders Holder who is a current director, officer, employee or consultant of the Company or any of its affiliates shall have no the right to exchange any Unvested Units unless such NCLC Unit Holder shall have executed a Management Exchange Agreement prior to November 14, 2014 (or such later date as is determined by the Board of Directors of NCLH) and complied with all of the requirements set forth in the Management Exchange Agreement, in which case, such NCLC Unit Holder shall be entitled to exchange Unvested UnitsUnits in the same manner as NCLC Vested Units as set forth herein and in accordance with such NCLC Unit Holder’s Management Exchange Agreement; provided, however, that any NCLH Shares received pursuant to any exchange of Unvested Units pursuant to this Section 2.1(d) shall be restricted NCLH Shares subject to the terms and conditions of the Management Exchange Agreement.