Common use of Exchange of Partnership Interests Clause in Contracts

Exchange of Partnership Interests. (a) Each holder (other than Pubco) of an Interest shall be entitled to exchange, at any time and from time to time after the incorporation of Pubco, any or all of such holder’s Interests, or any or all of the shares of stock held by such holder in one or more corporations with no assets or liabilities other than such Interests (which exchange, at such Holder’s election, will to the extent possible be structured in a transaction qualifying as a reorganization under I.R.C. ss. 368(a)), into a proportionate number of fully paid and non-assessable shares of the Public Common Stock. Such right shall be exercised by a written notice of the holder of such Interest to the transfer agent of Pubco stating that such holder desires to exchange such Interests into a proportionate number of shares of the Public Common Stock, and by instruments of transfer to the transfer agent, in form satisfactory thereto, duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor, if required by Section 6.2(c) below. The number of shares of Public Common Stock to be exchanged for a percentage of Interests shall be subject to adjustment as provided in Section 6.2(e) below. (b) As promptly as practicable following the surrender for exchange of Interests in the manner provided in Section 6.2(a), and the payment in cash of any amount required by the provisions of Section 6.2(c), Pubco will deliver or cause to be delivered at the offices of Pubco’s transfer agent, a certificate or certificates representing the full number of shares of Public Common Stock issuable upon such exchange, issued in such name or names as such holder may direct. Subject to paragraph (g) below such exchange shall be deemed to have been effected immediately prior to the close of business on the date of the surrender of the Interests. Upon the date any such exchange is effected all rights of the holder of such Interests shall cease, and the person or persons in whose name or names the shares of Public Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Public Common Stock; provided, however, that if any such surrender and payment accrue on any date when the stock transfer books of Pubco shall be closed, the person or persons in whose names or names the certificate or certificates representing shares of Public Common Stock are to be issued shall be deemed the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which the stock transfer books are open. (c) The issuance of certificates for shares of Public Common Stock upon exchange of Interests shall be made without charges to the holders of Interests for any stamp or other similar tax in respect of the issuance; provided, however, that if any such certificate is to be issued in a name other than that of the holder of the Interests exchanged, Person or Persons requesting the issuance thereof shall pay to Pubco the amount of any such tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of Pubco that such tax has been paid or is not payable. (d) In the event of a reclassification or other similar transaction as a result of which the shares of Public Common Stock are converted into another security, then a holder of Interests shall be entitled to receive upon exchange the amount of such security that such holder would have received if such exchange had occurred immediately prior to the record date of such reclassification or other similar transaction. No adjustments in respect of dividends shall be made upon the exchange of any Interests; provided, however, that if an Interest shall be exchanged subsequent to the record date for the payment of a dividend or other distribution on shares of Interests but prior to such payment, then the registered holder of such Interest at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such Interest on such date notwithstanding the exchange thereof or the default in payment of the dividend or distribution due on such date. (e) The exchange rights for Interests shall be adjusted proportionately if there is: (i) any subdivision (by any Interest split, Interest distribution, reclassification, recapitalization or otherwise), combination (by reverse Interest split, reclassification, recapitalization or otherwise) or distribution of the Interests that is not accompanied by an identical subdivision or combination of the Public Common Stock; or (ii) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise), combination (by reverse stock split, reclassification, recapitalization or otherwise) or distribution of the Public Common Stock that is not accompanied by an identical subdivision or combination of the Interests. (f) In the event Pubco (i) issues or otherwise distributes options, rights or warrants, (ii) merges or consolidates with or into another entity, (iii) sells or transfers or otherwise disposes of all or substantially all of its assets, or (iv) engages in any other, similar transaction affecting the Public Common Stock, the exchange mechanism described in this Section 6.2 shall be appropriately adjusted. (g) Vodafone and Xxxx Atlantic shall have with respect to shares of Pubco Common Stock issued or issuable in exchange for Interests pursuant hereto the registration rights set forth on Annex B attached hereto, which is incorporated herein by reference and made a part hereof as if included in full herein (the “Wireless Registration Rights”). Concurrently with the formation of Pubco, the parties will cause Pubco to enter into a registration rights agreement with Vodafone and Xxxx Atlantic incorporating the Wireless Registration Rights. Upon delivery of the IPO Notice, the rights and obligations of the parties in connection with the IPO shall be governed by the Wireless Registration Rights hereto as if it were a demand registration, except to the extent inconsistent with Section 6.1 hereof. The parties agree that any such exchange of Interests for shares of Pubco Common Stock shall occur, at the option of the exchanging holder, contemporaneously with the registration of the Public Common Stock to be received, or the consummation of the sale of such Public Common Stock pursuant to such registration, or at such other time as Vodafone shall request in writing.

Exchange of Partnership Interests. (a) Each holder (other than Pubco) of an Interest shall be entitled to exchange, at any time and from time to time after the incorporation of Pubco, any or all of such holder’s 's Interests, or any or all of the shares of stock held by such holder in one or more corporations with no assets or liabilities other than such Interests (which exchange, at such Holder’s 's election, will to the extent possible be structured in a transaction qualifying as a reorganization under I.R.C. ss. 368(a)), into a proportionate number of fully paid and non-assessable shares of the Public Common Stock. Such right shall be exercised by a written notice of the holder of such Interest to the transfer agent of Pubco stating that such holder desires to exchange such Interests into a proportionate number of shares of the Public Common Stock, and by instruments of transfer to the transfer agent, in form satisfactory thereto, duly executed by such holder or such holder’s 's duly authorized attorney, and transfer tax stamps or funds therefor, if required by Section 6.2(c) below. The number of shares of Public Common Stock to be exchanged for a percentage of Interests shall be subject to adjustment as provided in Section 6.2(e) below. (b) As promptly as practicable following the surrender for exchange of Interests in the manner provided in Section 6.2(a), and the payment in cash of any amount required by the provisions of Section 6.2(c), Pubco will deliver or cause to be delivered at the offices of Pubco’s 's transfer agent, a certificate or certificates representing the full number of shares of Public Common Stock issuable upon such exchange, issued in such name or names as such holder may direct. Subject to paragraph (g) below such exchange shall be deemed to have been effected immediately prior to the close of business on the date of the surrender of the Interests. Upon the date any such exchange is effected all rights of the holder of such Interests shall cease, and the person or persons in whose name or names the shares of Public Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Public Common Stock; provided, however, that if any such surrender and payment accrue on any date when the stock transfer books of Pubco shall be closed, the person or persons in whose names or names the certificate or certificates representing shares of Public Common Stock are to be issued shall be deemed the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which the stock transfer books are open. (c) The issuance of certificates for shares of Public Common Stock upon exchange of Interests shall be made without charges to the holders of Interests for any stamp or other similar tax in respect of the issuance; provided, however, that if any such certificate is to be issued in a name other than that of the holder of the Interests exchanged, Person or Persons requesting the issuance thereof shall pay to Pubco the amount of any such tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of Pubco that such tax has been paid or is not payable. (d) In the event of a reclassification or other similar transaction as a result of which the shares of Public Common Stock are converted into another security, then a holder of Interests shall be entitled to receive upon exchange the amount of such security that such holder would have received if such exchange had occurred immediately prior to the record date of such reclassification or other similar transaction. No adjustments in respect of dividends shall be made upon the exchange of any Interests; provided, however, that if an Interest shall be exchanged subsequent to the record date for the payment of a dividend or other distribution on shares of Interests but prior to such payment, then the registered holder of such Interest at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such Interest on such date notwithstanding the exchange thereof or the default in payment of the dividend or distribution due on such date. (e) The exchange rights for Interests shall be adjusted proportionately if there is: (i) any subdivision (by any Interest split, Interest distribution, reclassification, recapitalization or otherwise), combination (by reverse Interest split, reclassification, recapitalization or otherwise) or distribution of the Interests that is not accompanied by an identical subdivision or combination of the Public Common Stock; or (ii) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise), combination (by reverse stock split, reclassification, recapitalization or otherwise) or distribution of the Public Common Stock that is not accompanied by an identical subdivision or combination of the Interests. (f) In the event Pubco (i) issues or otherwise distributes options, rights or warrants, (ii) merges or consolidates with or into another entity, (iii) sells or transfers or otherwise disposes of all or substantially all of its assets, or (iv) engages in any other, similar transaction affecting the Public Common Stock, the exchange mechanism described in this Section 6.2 shall be appropriately adjusted. (g) Vodafone and Xxxx Atlantic shall have with respect to shares of Pubco Common Stock issued or issuable in exchange for Interests pursuant hereto the registration rights set forth on Annex B attached hereto, which is incorporated herein by reference and made a part hereof as if included in full herein (the “"Wireless Registration Rights”"). Concurrently with the formation of Pubco, the parties will cause Pubco to enter into a registration rights agreement with Vodafone and Xxxx Atlantic incorporating the Wireless Registration Rights. Upon delivery of the IPO Notice, the rights and obligations of the parties in connection with the IPO shall be governed by the Wireless Registration Rights hereto as if it were a demand registration, except to the extent inconsistent with Section 6.1 hereof. The parties agree that any such exchange of Interests for shares of Pubco Common Stock shall occur, at the option of the exchanging holder, contemporaneously with the registration of the Public Common Stock to be received, or the consummation of the sale of such Public Common Stock pursuant to such registration, or at such other time as Vodafone shall request in writing.

Exchange of Partnership Interests. (a) Each holder (other than Pubco) of an Interest shall be entitled to exchange, at any time and from time to time after the incorporation of Pubco, any or all of such holder’s 's Interests, or any or all of the shares of stock held by such holder in one or more corporations with no assets or liabilities other than such Interests (which exchange, at such Holder’s 's election, will to the extent possible be structured in a transaction qualifying as a reorganization under I.R.C. ss. 368(a)), into a proportionate number of fully paid and non-assessable shares of the Public Common Stock. Such right shall be exercised by a written notice of the holder of such Interest to the transfer agent of Pubco stating that such holder desires to exchange such Interests into a proportionate number of shares of the Public Common Stock, and by instruments of transfer to the transfer agent, in form satisfactory thereto, duly executed by such holder or such holder’s 's duly authorized attorney, and transfer tax stamps or funds therefor, if required by Section 6.2(c) below. The number of shares of Public Common Stock to be exchanged for a percentage of Interests shall be subject to adjustment as provided in Section 6.2(e6.2(c) below. (b) As promptly as practicable following the surrender for exchange of Interests in the manner provided in Section 6.2(a), and the payment in cash of any amount required by the provisions of Section 6.2(c), Pubco will deliver or cause to be delivered at the offices of Pubco’s 's transfer agent, a certificate or certificates representing the full number of shares of Public Common Stock issuable upon such exchange, issued in such name or names as such holder may direct. Subject to paragraph (g) below such exchange shall be deemed to have been effected immediately prior to the close of business on the date of the surrender of the Interests. Upon the date any such exchange is effected all rights of the holder of such Interests shall cease, and the person or persons in whose name or names the shares of Public Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Public Common Stock; provided, however, that if any such surrender and payment accrue on any date when the stock transfer books of Pubco shall be closed, the person or persons in whose names or names the certificate or certificates representing shares of Public Common Stock are to be issued shall be deemed the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which the stock transfer books are open. (c) The issuance of certificates for shares of Public Common Stock upon exchange of Interests shall be made without charges to the holders of Interests for any stamp or other similar tax in respect of the issuance; provided, however, that if any such certificate is to be issued in a name other than that of the holder of the Interests exchanged, Person or Persons requesting the issuance thereof shall pay to Pubco the amount of any such tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of Pubco that such tax has been paid or is not payable. (d) In the event of a reclassification or other similar transaction as a result of which the shares of Public Common Stock are converted into another security, then a holder of Interests shall be entitled to receive upon exchange the amount of such security that such holder would have received if such exchange had occurred immediately prior to the record date of such reclassification or other similar transaction. No adjustments in respect of dividends shall be made upon the exchange of any Interests; provided, however, that if an Interest shall be exchanged subsequent to the record date for the payment of a dividend or other distribution on shares of Interests but prior to such payment, then the registered holder of such Interest at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such Interest on such date notwithstanding the exchange thereof or the default in payment of the dividend or distribution due on such date. (e) The exchange rights for Interests shall be adjusted proportionately if there is: (i) any subdivision (by any Interest split, Interest distribution, reclassification, recapitalization or otherwise), combination (by reverse Interest split, reclassification, recapitalization or otherwise) or distribution of the Interests that is not accompanied by an identical subdivision or combination of the Public Common Stock; or (ii) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise), combination (by reverse stock split, reclassification, recapitalization or otherwise) or distribution of the Public Common Stock that is not accompanied by an identical subdivision or combination of the Interests. (f) In the event Pubco (i) issues or otherwise distributes options, rights or warrants, (ii) merges or consolidates with or into another entity, (iii) sells or transfers or otherwise disposes of all or substantially all of its assets, or (iv) engages in any other, similar transaction affecting the Public Common Stock, the exchange mechanism described in this Section 6.2 shall be appropriately adjusted. (g) Vodafone and Xxxx Atlantic shall have with respect to shares of Pubco Common Stock issued or issuable in exchange for Interests pursuant hereto the registration rights set forth on Annex B attached hereto, which is incorporated herein by reference and made a part hereof as if included in full herein (the “"Wireless Registration Rights”"). Concurrently with the formation of Pubco, the parties will cause Pubco to enter into a registration rights agreement with Vodafone and Xxxx Atlantic incorporating the Wireless Registration Rights. Upon delivery of the IPO Notice, the rights and obligations of the parties in connection with the IPO shall be governed by the Wireless Registration Rights hereto as if it were a demand registration, except to the extent inconsistent with Section 6.1 hereof. The parties agree that any such exchange of Interests for shares of Pubco Common Stock shall occur, at the option of the exchanging holder, contemporaneously with the registration of the Public Common Stock to be received, or the consummation of the sale of such Public Common Stock pursuant to such registration, or at such other time as Vodafone shall request in writing.

Exchange of Partnership Interests. (a) Each holder (other than Pubco) of an Interest shall be entitled to exchange, at any time and from time to time after the incorporation of Pubco, any or all of such holder’s Interests, or any or all of the shares of stock held by such holder in one or more corporations with no assets or liabilities other than such Interests (which exchange, at such Holder’s election, will to the extent possible be structured in a transaction qualifying as a reorganization under I.R.C. ss. 368(a)), into a proportionate number of fully paid and non-assessable shares of the Public Common Stock. Such right shall be exercised by a written notice of the holder of such Interest to the transfer agent of Pubco stating that such holder desires to exchange such Interests into a proportionate number of shares of the Public Common Stock, and by instruments of transfer to the transfer agent, in form satisfactory thereto, duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor, if required by Section 6.2(c) below. The number of shares of Public Common Stock to be exchanged for a percentage of Interests shall be subject to adjustment as provided in Section 6.2(e6.2(c) below. (b) As promptly as practicable following the surrender for exchange of Interests in the manner provided in Section 6.2(a), and the payment in cash of any amount required by the provisions of Section 6.2(c), Pubco will deliver or cause to be delivered at the offices of Pubco’s transfer agent, a certificate or certificates representing the full number of shares of Public Common Stock issuable upon such exchange, issued in such name or names as such holder may direct. Subject to paragraph (g) below such exchange shall be deemed to have been effected immediately prior to the close of business on the date of the surrender of the Interests. Upon the date any such exchange is effected all rights of the holder of such Interests shall cease, and the person or persons in whose name or names the shares of Public Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Public Common Stock; provided, however, that if any such surrender and payment accrue on any date when the stock transfer books of Pubco shall be closed, the person or persons in whose names or names the certificate or certificates representing shares of Public Common Stock are to be issued shall be deemed the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which the stock transfer books are open. (c) The issuance of certificates for shares of Public Common Stock upon exchange of Interests shall be made without charges to the holders of Interests for any stamp or other similar tax in respect of the issuance; provided, however, that if any such certificate is to be issued in a name other than that of the holder of the Interests exchanged, Person or Persons requesting the issuance thereof shall pay to Pubco the amount of any such tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of Pubco that such tax has been paid or is not payable. (d) In the event of a reclassification or other similar transaction as a result of which the shares of Public Common Stock are converted into another security, then a holder of Interests shall be entitled to receive upon exchange the amount of such security that such holder would have received if such exchange had occurred immediately prior to the record date of such reclassification or other similar transaction. No adjustments in respect of dividends shall be made upon the exchange of any Interests; provided, however, that if an Interest shall be exchanged subsequent to the record date for the payment of a dividend or other distribution on shares of Interests but prior to such payment, then the registered holder of such Interest at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such Interest on such date notwithstanding the exchange thereof or the default in payment of the dividend or distribution due on such date. (e) The exchange rights for Interests shall be adjusted proportionately if there is: (i) any subdivision (by any Interest split, Interest distribution, reclassification, recapitalization or otherwise), combination (by reverse Interest split, reclassification, recapitalization or otherwise) or distribution of the Interests that is not accompanied by an identical subdivision or combination of the Public Common Stock; or (ii) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise), combination (by reverse stock split, reclassification, recapitalization or otherwise) or distribution of the Public Common Stock that is not accompanied by an identical subdivision or combination of the Interests. (f) In the event Pubco (i) issues or otherwise distributes options, rights or warrants, (ii) merges or consolidates with or into another entity, (iii) sells or transfers or otherwise disposes of all or substantially all of its assets, or (iv) engages in any other, similar transaction affecting the Public Common Stock, the exchange mechanism described in this Section 6.2 shall be appropriately adjusted. (g) Vodafone and Xxxx Atlantic shall have with respect to shares of Pubco Common Stock issued or issuable in exchange for Interests pursuant hereto the registration rights set forth on Annex B attached hereto, which is incorporated herein by reference and made a part hereof as if included in full herein (the “Wireless Registration Rights”). Concurrently with the formation of Pubco, the parties will cause Pubco to enter into a registration rights agreement with Vodafone and Xxxx Atlantic incorporating the Wireless Registration Rights. Upon delivery of the IPO Notice, the rights and obligations of the parties in connection with the IPO shall be governed by the Wireless Registration Rights hereto as if it were a demand registration, except to the extent inconsistent with Section 6.1 hereof. The parties agree that any such exchange of Interests for shares of Pubco Common Stock shall occur, at the option of the exchanging holder, contemporaneously with the registration of the Public Common Stock to be received, or the consummation of the sale of such Public Common Stock pursuant to such registration, or at such other time as Vodafone shall request in writing.