Common use of Exchange of Units Clause in Contracts

Exchange of Units. (a) (i) Subject to adjustment as provided in Section 3.7(d) and subject to SEI’s rights described in Section 3.7(g), each of the Members other than SEI shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units (together with the same number of shares of Class B Stock) for an equivalent number of shares of Class A Stock (an “Exchange”) or, at the Company’s election made in accordance with Section 3.7(a)(ii), cash equal to the Cash Election Amount calculated with respect to such Exchange. Each Exchange shall be treated for federal income tax purposes as a sale of the Exchanging Member’s Units (together with the same number of shares of Class B Stock) to SEI in exchange for shares of Class A Stock or cash, as applicable.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Spark Energy, Inc.), Limited Liability Company Agreement (Spark Energy, Inc.), Limited Liability Company Agreement (Spark Energy, Inc.)

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Exchange of Units. (a) (i) Subject to adjustment as provided in Section 3.7(d4.7(d) and subject to SEIPubCo’s rights described in Section 3.7(g4.7(g), each of the Members other than SEI PubCo shall be entitled to exchange with cause the CompanyCompany to exchange, at any time and from time to time, any or all of such Member’s Units (together with the same number of shares of Class B Stock) for an equivalent number of shares of Class A Stock (an “Exchange”) or, at the Company’s election made in accordance with Section 3.7(a)(ii4.7(a)(ii), cash equal to the Cash Election Amount calculated with respect to such Exchange. Each Exchange shall be treated for federal income tax purposes as a sale of the Exchanging Member’s Units (together with the same number of shares of Class B Stock) to SEI PubCo in exchange for shares of Class A Stock or cash, as applicable.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Parsley Energy, Inc.), Limited Liability Company Agreement (Parsley Energy, Inc.)

Exchange of Units. (a) (i) Subject to adjustment as provided in Section 3.7(d4.7(d) and subject to SEIPubCo’s rights described in Section 3.7(g4.7(g), each of the Members other than SEI PubCo shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units (together with the same number of shares of Class B Stock) for an equivalent number of shares of Class A Stock (an “Exchange”) or, at the Company’s election made in accordance with Section 3.7(a)(ii4.7(a)(ii), cash equal to the Cash Election Amount calculated with respect to such Exchange. Each Exchange shall be treated for federal income tax purposes as a sale of the Exchanging Member’s Units (together with the same number of shares of Class B Stock) to SEI PubCo in exchange for shares of Class A Stock or cash, as applicable.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Parsley Energy, Inc.), Limited Liability Company Agreement (Parsley Energy, Inc.)

Exchange of Units. (a) (ia)(i) Subject to adjustment as provided in Section 3.7(d) and subject to SEIthe Managing Member’s rights described in Section 3.7(g), each of the Members other than SEI the Managing Member shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units (together with the same number of shares of Class B Stock) for an equivalent number of shares of Class A Stock (an “Exchange”) or, at the Company’s election made in accordance with Section 3.7(a)(ii), cash equal to the Cash Election Amount calculated with respect to such Exchange. Each Exchange shall be treated for federal income tax purposes as a sale of the Exchanging Member’s Units (together with the same number of shares of Class B A Stock) to SEI the Managing Member in exchange for shares of Class A Stock or cash, as applicable.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Parsley Energy, Inc.)

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Exchange of Units. (a) (i) Subject to adjustment as provided in Section 3.7(d) and subject to SEIPubco’s rights described in Section 3.7(g), each of the Members other than SEI Pubco shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units (together with the same number of shares of Class B Stock) for an equivalent number of shares of Class A Stock (an “Exchange”) or, at the Company’s election made in accordance with Section 3.7(a)(ii), cash equal to the Cash Election Amount calculated with respect to such Exchange. Each Exchange shall be treated for federal income tax purposes as a sale of the Exchanging Member’s Units (together with the same number of shares of Class B A Stock) to SEI Pubco in exchange for shares of Class A Stock or cash, as applicable.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Parsley Energy, Inc.)

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