Common use of Exchange of Units Clause in Contracts

Exchange of Units. (a) Subject to adjustment as provided in this Section 7.08, each holder of a Unit (other than the Ultimate Parent and its subsidiaries) shall be entitled to exchange, at any time and from time to time, any or all of such holder’s Units, (i) in the case of Common Units, on a one-for-one basis, for the same number of shares of Class A Common Stock (the number of shares of Class A Common Stock for which a Common Unit is entitled to be exchanged is referred to herein as the “Common Unit Exchange Rate”), (ii) in the case of Units, other than Common Units, issued pursuant to Section 7.03 or Section 7.06(b), on a one-for-one basis, into the same number of Securities with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of Securities that originally triggered the issuance of such Units to such holder pursuant to Section 7.03 or Section 7.06(b) (the number of Securities for which a Unit is entitled to be exchanged pursuant to this clause (ii), the “Unit Exchange Rate” and, together with Common Unit Exchange Rate, the “Exchange Rate”). Any exchange right pursuant to this Section 7.08(a) shall be exercised by a written notice to the Ultimate Parent from the holder of such Units stating that such holder desires to exchange a stated number of Units pursuant to this Section 7.08(a), accompanied by instruments of transfer to the Ultimate Parent, in form satisfactory to the Ultimate Parent and to the Ultimate Parent’s transfer agent (the “Transfer Agent”), duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to Section 7.08(e), in respect of the Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Ultimate Parent or at the office of the Transfer Agent. Notwithstanding the foregoing, no holder of a Unit shall be entitled to exchange such Unit if such exchange would be prohibited under applicable federal or state securities laws or regulations. (b) As promptly as practicable following the surrender for exchange of Units in the manner provided in this Section 7.08 and the payment in cash of any amount required by the provisions of Section 7.08(e), the Ultimate Parent shall deliver or cause to be delivered, as the case may be (i) the cash, if any, to be paid to such holder pursuant to Section 7.08(a) in accordance with delivery instructions provided by such holder or (ii) at the principal executive offices of the Ultimate Parent or at the office of the Transfer Agent the number of shares of Class A Common Stock or other Securities issuable upon such exchange, issued in such name or names as such holder may direct. Upon the date any such Units are surrendered for exchange, all rights of the holder of such Units as a Partner of the Partnership with respect to such Units shall cease, and the person or persons in whose name or names the shares of Class A Common Stock or other Securities are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock or other Securities. (c) The Exchange Rate shall be adjusted accordingly if there is: (1) any subdivision (by any unit split, unit distribution, reclassification, recapitalization or otherwise) or combination (by reverse unit split, reclassification, recapitalization or otherwise) of any class or series of Units that is not accompanied by an identical subdivision or combination of the corresponding class or series of Securities; or (2) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of any class or series of Securities that is not accompanied by an identical subdivision or combination of the corresponding class or series of Units. In the event of a reclassification or other similar transaction as a result of which one class or series of Securities is converted into another class or series of Security, then a holder of the corresponding class or series of Units shall be entitled to receive upon exchange the amount of such security that such holder would have received if such exchange of Units had occurred immediately prior to the effective date of such reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends shall be made upon the exchange of any Unit; provided, however, that if a Unit shall be exchanged subsequent to the record date for the payment of a dividend or other distribution on Units but prior to the date of such payment, then the registered holder of such Unit at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such Unit on such payment date notwithstanding the exchange thereof or the default in payment of the dividend or distribution due on such payment date. (d) Each Securities Issuer shall at all times reserve and keep available out of its authorized but unissued Securities, solely for the purpose of issuance upon exchange of Units, such number of Securities that shall be issuable upon the exchange of all such outstanding Units; provided, that nothing contained herein shall be construed to preclude the Securities Issuer from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Securities which are held in the treasury of the Securities Issuer. Each Securities Issuer covenants that if any Securities require registration with or approval of any governmental authority under any federal or state law before such Securities may be issued upon exchange, the Securities Issuer shall use its reasonable best efforts to cause such shares to be duly registered or approved, as the case may be. The Ultimate Parent shall use its reasonable best efforts to list the shares of Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery. Each Securities Issuer covenants that all Securities that shall be issued upon exchange of Units will, upon issue, be validly issued, fully paid and non-assessable. (e) The issuance of Securities upon exchange of Units shall be made without charge to the holders of such Units for any stamp or other similar tax in respect of such issuance; provided, however, that if any such shares to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance thereof shall pay to the Ultimate Parent the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Ultimate Parent that such tax has been paid or is not payable. (f) Notwithstanding anything to the contrary elsewhere in this Agreement, the General Partner shall have the right to require any holder of Units (other than the Ultimate Parent and its subsidiaries) who, together with its Affiliates (other than the Ultimate Parent and its subsidiaries), has a Percentage Interest of one percent (1%) or less to exchange all (but not less than all) of such holder’s Units into shares of Class A Common Stock (in the case of Common Units) or, if applicable, into Securities that originally triggered the issuance of such Units (in the case of Units other than Common Units) in accordance with this Section 7.08. Such right can be exercised by the General Partner at any time by a written notice to such holder from the General Partner.

Exchange of Units. (a) Subject to adjustment as provided in this Section 7.087.9, and on or after the date that is 91 days after the Adjustment Date in the case of all holders of Class B Common Units (the “Lock-up Period”), each holder of a Unit (other than the Ultimate Parent Company and its subsidiariesSubsidiaries) shall will be entitled to exchange, at any time and from time to time, any or all of such the holder’s Units, as follows: (i) in the case of Class B Common Units, on a one-for-one basis, Class B Common Unit together with one share of Class B Common Stock will be exchangeable for the same number of shares one share of Class A Common Stock (the number of shares of Class A Common Stock for which a Common Unit is entitled to be exchanged is referred to herein as the “Common Unit Exchange Rate”), as provided in Section 5.1 of the Charter, and (ii) in the case of Units, Units other than Class B Common Units, issued pursuant to Section 7.03 the Units will be exchangeable for the Equity Securities or Section 7.06(b)Units as are provided in the terms of the exchangeable Units, on a one-for-one basis, into including the same number of Securities with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of Securities that originally triggered the issuance of such Units to such holder pursuant to Section 7.03 or Section 7.06(b) designated exchange rate (the number of Securities for which a Unit is entitled to be exchanged pursuant to this clause (ii), the “Unit Exchange Rate” and, together with the Common Unit Exchange Rate, the “Exchange Rate”). If any such exchange is being made to enable the holder to participate in a tender offer made pursuant to Section 8.1(e), the exchange may, at the option of such holder, be conditioned upon the closing of such tender offer, in which case such holder shall not be deemed to have effected such exchange until immediately prior to the expiration of the relevant tender offer period (any such exchange, a “Conditional Exchange”). (b) Notwithstanding the Lock-Up Period, each Member holding Class B Common Units may at any time following the Adjustment Date exchange pursuant to Section 7.9(a) a number of shares of Class B Common Stock together with a corresponding number of Class B Common Units, not in excess of ten percent (10%) of the total number of shares of Class B Common Stock and a corresponding number of Class B Common Units, issued to such Member at the Closing for an equal number of shares of Class A Common Stock. (c) Any exchange right pursuant to this under Section 7.08(a7.9(a) shall will be exercised by a written notice to the Ultimate Parent Company and the LLC from the holder of such the Units (the “Exchange Notice”) (i) stating that such the holder desires to exchange a stated number of Units pursuant to this and capital stock of the Company under Section 7.08(a5.1 of the Charter and Section 7.9(a), and (ii) specifying (x) a date that is not less than seven Business Days nor more than 20 Business Days after delivery of the Exchange Notice on which the exchange is to be completed or (y) that the exchange is a Conditional Exchange (the “Exchange Date”). The Exchange Notice must be accompanied by instruments of transfer to the Ultimate ParentCompany, in form satisfactory to the Ultimate Parent Company and to the Ultimate ParentCompany’s transfer agent (the “Transfer Agent”), duly executed by such the holder or such the holder’s duly authorized attorney, and transfer tax Tax stamps or funds therefor, if required pursuant to under Section 7.08(e7.9(g), in respect of the Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Ultimate Parent Company or at the office of the Transfer Agent. Once an Exchange Notice has been validly delivered to the Company and the LLC, such Exchange Notice shall be binding on the applicable holder of Units delivering such Exchange Notice, and may not be rescinded or withdrawn or otherwise amended by such holder of Units. Notwithstanding the foregoing, no holder of a Unit shall will be entitled to exchange such the Unit if such the exchange would be prohibited under applicable federal or state securities laws or regulationsLaw. (bd) As promptly as practicable On the Exchange Date, following the surrender for exchange of Units in the manner provided in this Section 7.08 7.9 and the payment in cash to the Company of any amount required by the provisions of Section 7.08(e7.9(g), the Ultimate Parent shall Company will deliver or cause to be delivered, as the case may be (i) the cashbe, if any, to be paid to such holder pursuant to Section 7.08(a) in accordance with delivery instructions provided by such holder or (ii) at the principal executive offices of the Ultimate Parent Company or at the office of the Transfer Agent Agent, the number of shares of Class A Common Stock or other Equity Securities issuable upon such on the exchange, issued in such the name or names as such the holder may direct. Upon On the date any such Units are surrendered for exchangeExchange Date, all rights of the holder of such the exchanged Units as a Partner Member of the Partnership LLC with respect to such the Units shall will cease, and the person or persons in whose name or names the shares of Class A Common Stock or other Equity Securities are to be issued shall will be treated for all purposes as having become the record holder or holders of such the shares of Class A Common Stock or other Equity Securities. (ce) The Exchange Rate shall will be adjusted accordingly if there is: : (1i) any subdivision (by any unit split, unit distribution, reclassification, recapitalization or otherwise) or combination (by reverse unit split, reclassification, recapitalization or otherwise) of Recapitalization Event with respect to any class or series of Units that is not accompanied by an identical subdivision or combination of Recapitalization Event with respect to the corresponding class or series of Equity Securities; or or (2ii) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of Recapitalization Event with respect to any class or series of Equity Securities that is not accompanied by an identical subdivision or combination of Recapitalization Event with respect to the corresponding class or series of Units. In the event of a reclassification or other similar transaction Recapitalization Event as a result of which one class or series of Equity Securities is converted into another class or series of SecurityEquity Securities, then a holder of the corresponding class or series of Units shall will be entitled to receive upon on exchange the amount of such the security that such the holder would have received if such the exchange of Units had occurred immediately prior to before the effective date of such reclassification or other similar transactionthe Recapitalization Event. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends shall will be made upon on the exchange of any Unit; provided, however, except that if the Exchange Date with respect to a Unit shall be exchanged subsequent to occurs after the record date for the payment of a dividend or other distribution on Units but prior to before the date of such the payment, then the registered holder of such the Unit at the close of business on such the record date shall will be entitled to receive the dividend or other distribution payable on such the Unit on such the payment date (without duplication of any distribution to which such holder may be entitled under Section 4.4(a)) notwithstanding the exchange thereof of the Unit or the default in payment of the dividend or distribution due on such payment datethe Exchange Date. (df) Each Securities Issuer shall The Company will at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance upon on exchange of UnitsUnits (together with any corresponding Equity Securities), such the number of Equity Securities that shall be issuable upon on the exchange of all such the outstanding Units; provided, except that nothing contained herein shall in this Agreement will be construed to preclude the Securities Issuer Company from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Equity Securities which that are held in the treasury of the Securities Issuer. Each Securities Issuer covenants that if any Securities require registration with or approval of any governmental authority under any federal or state law before such Securities may be issued upon exchange, the Securities Issuer shall use its reasonable best efforts to cause such shares to be duly registered or approved, as the case may beCompany. The Ultimate Parent shall use its reasonable best efforts to list the shares of Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery. Each Securities Issuer Company covenants that all Equity Securities that shall be are issued upon on exchange of Units will, upon on issue, be validly issued, fully paid and non-assessable. (eg) The issuance of Equity Securities upon on exchange of Units shall will be made without charge to the holders of such the Units for any stamp or other similar tax Tax in respect of such the issuance; provided, however, except that if any such the shares are to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance thereof shall will pay to the Ultimate Parent Company the amount of any tax that may be Tax payable in respect of any transfer involved in such the issuance or shall will establish to the satisfaction of the Ultimate Parent Company that such tax the Tax has been paid or is not payable. (fh) Notwithstanding anything In addition to the contrary elsewhere exchange right set forth in this AgreementSection 7.9(a), at the General Partner shall have the right option of a Unit Holding Company to require be exercised by delivery of a written notice in a manner similar to an Exchange Notice under Section 7.9(c), any holder of Units 100% of the equity securities of a Unit Holding Company (other than a “Unit Holding Company Stockholder”) may cause a Unit Holding Company to merge with and into a Company Disregarded Subsidiary in a merger in which the Ultimate Parent and its subsidiaries) whoCompany Disregarded Subsidiary is the surviving entity, together with its Affiliates (other than the Ultimate Parent and its subsidiaries), has in exchange for a Percentage Interest number of one percent (1%) or less to exchange all (but not less than all) of such holder’s Units into shares of Class A Common Stock equal to the number of Class B Common Units (and a corresponding number of shares of Class B Common Stock) held by such Unit Holding Company (a “Holding Company Exchange”). The Company and its Affiliates will use Reasonable Best Efforts (x) to effect each Holding Company Exchange in a manner that is tax-free to the case of Common Units) or, if applicable, into Securities that originally triggered Unit Holding Company and the issuance owner of such Units Unit Holding Company for U.S. federal income tax purposes and (in the case of Units other than Common Unitsy) in accordance with not to take any action that would reasonably be expected to cause a Holding Company Exchange not to be treated as a tax-free transaction for U.S. federal income tax purposes. If a Holding Company Exchange is effected pursuant to this Section 7.08. Such right can 7.9(h), the Unit Holding Company Stockholder and its Affiliates will be exercised responsible for, and will indemnify and hold the Company and each of its Affiliates harmless against, (X) Tax of a Unit Holding Company incurred in such Holding Company Exchange and (Y) all liabilities of the Unit Holding Company and its Affiliates (including liabilities for Taxes not described in clause (X)) to the extent such liabilities are attributable to periods through and including the effective date of the Holding Company Exchange, except to the extent attributable to the period after the closing of the Holding Company Exchange, including any liability of the Unit Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the General Partner at any time by Holding Company Exchange, in each case, in a written notice manner that is reasonably satisfactory to such holder from the General PartnerCompany.

Exchange of Units. (a) Subject to adjustment as provided in this Section 7.08, each holder of a Unit (other than the Ultimate Parent and its subsidiaries) shall be entitled to exchange, at any time and from time to time, any or all of such holder’s Units, (i) in the case of Common Units, on a one-for-one basis, for the same number of shares of Class A Common Stock (the number of shares of Class A Common Stock for which a Common Unit is entitled to be exchanged is referred to herein as the “Common Unit Exchange Rate”), or (ii) in the case of Units, Units other than Common Units, Units and Series A Preferred Units issued pursuant to Section 7.03 or Section 7.06(b), on a one-for-one basis, into the same number of Securities with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of Securities that originally triggered the issuance of such Units to such holder pursuant to Section 7.03 or Section 7.06(b) (the number of Securities for which a Unit is entitled to be exchanged pursuant to this clause (ii), the “Unit Exchange Rate” and, together with the Common Unit Exchange Rate, the “Exchange Rate”). Any exchange right pursuant to this Section 7.08(a) shall be exercised by a written notice to the Ultimate Parent from the holder of such Units stating that such holder desires to exchange a stated number of Units pursuant to this Section 7.08(a), accompanied by instruments of transfer to the Ultimate Parent, in form satisfactory to the Ultimate Parent and to the Ultimate Parent’s transfer agent (the “Transfer Agent”), duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to Section 7.08(e), in respect of the Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Ultimate Parent or at the office of the Transfer Agent. Notwithstanding the foregoing, no holder of a Unit shall be entitled to exchange such Unit if such exchange would be prohibited under applicable federal or state securities laws or regulations. (b) As promptly as practicable following the surrender for exchange of Units in the manner provided in this Section 7.08 and the payment in cash of any amount required by the provisions of Section 7.08(e), the Ultimate Parent shall deliver or cause to be delivered, as the case may be (i) the cash, if any, to be paid to such holder pursuant to Section 7.08(a) in accordance with delivery instructions provided by such holder or (ii) at the principal executive offices of the Ultimate Parent or at the office of the Transfer Agent the number of shares of Class A Common Stock, Series A Preferred Stock or other Securities issuable upon such exchange, issued in such name or names as such holder may direct. Upon the date any such Units are surrendered for exchange, all rights of the holder of such Units as a Partner of the Partnership with respect to such Units shall cease, and the person or persons in whose name or names the shares of Class A Common Stock, Series A Preferred Stock or other Securities are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock, Series A Preferred Stock or other Securities. (c) The Exchange Rate shall be adjusted accordingly if there is: (1) any subdivision (by any unit split, unit distribution, reclassification, recapitalization or otherwise) or combination (by reverse unit split, reclassification, recapitalization or otherwise) of any class or series of Units that is not accompanied by an identical subdivision or combination of the corresponding class or series of Securities; or (2) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of any class or series of Securities that is not accompanied by an identical subdivision or combination of the corresponding class or series of Units. In the event of a reclassification or other similar transaction as a result of which one class or series of Securities is converted into another class or series of Security, then a holder of the corresponding class or series of Units shall be entitled to receive upon exchange the amount of such security that such holder would have received if such exchange of Units had occurred immediately prior to the effective date of such reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends shall be made upon the exchange of any Unit; provided, however, that if a Unit shall be exchanged subsequent to the record date for the payment of a dividend or other distribution on Units but prior to the date of such payment, then the registered holder of such Unit at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such Unit on such payment date notwithstanding the exchange thereof or the default in payment of the dividend or distribution due on such payment date. (d) Each Securities Issuer shall at all times reserve and keep available out of its authorized but unissued Securities, solely for the purpose of issuance upon exchange of Units, such number of Securities that shall be issuable upon the exchange of all such outstanding Units; provided, that nothing contained herein shall be construed to preclude the Securities Issuer from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Securities which are held in the treasury of the Securities Issuer. Each Securities Issuer covenants that if any Securities require registration with or approval of any governmental authority under any federal or state law before such Securities may be issued upon exchange, the Securities Issuer shall use its reasonable best efforts to cause such shares to be duly registered or approved, as the case may be. The Ultimate Parent shall use its reasonable best efforts to list the shares of Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery. Each Securities Issuer covenants that all Securities that shall be issued upon exchange of Units will, upon issue, be validly issued, fully paid and non-assessable. (e) The issuance of Securities upon exchange of Units shall be made without charge to the holders of such Units for any stamp or other similar tax in respect of such issuance; provided, however, that if any such shares to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance thereof shall pay to the Ultimate Parent the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Ultimate Parent that such tax has been paid or is not payable. (f) Notwithstanding anything to the contrary elsewhere in this Agreement, the General Partner shall have the right to require any holder of Units (other than the Ultimate Parent and its subsidiaries) who, together with its Affiliates (other than the Ultimate Parent and its subsidiaries), has a Percentage Interest of one percent (1%) or less to exchange all (but not less than all) of such holder’s Units into shares of Class A Common Stock (in the case of Common Units) or, if applicable, into Securities that originally triggered the issuance of such Units (in the case of Units other than Common Units) in accordance with this Section 7.08. Such right can be exercised by the General Partner at any time by a written notice to such holder from the General Partner.

Exchange of Units. (a) Subject to adjustment as provided in this Section 7.08, each holder of a Unit (other than the Ultimate Parent and its subsidiaries) shall be entitled to exchange, at any time and from time to time, any or all of such holder’s Units, (i) in the case of Common Units, on a one-for-one basis, for the same number of shares of Class A Common Stock (the number of shares of Class A Common Stock for which a Common Unit is entitled to be exchanged is referred to herein as the “Common Unit Exchange Rate”), (ii) in the case of Units, other than Common Units, issued pursuant to Section 7.03 or Section 7.06(b), on a one-for-one basis, into the same number of Securities with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of Securities that originally triggered the issuance of such Units to such holder pursuant to Section 7.03 or Section 7.06(b) (the number of Securities for which a Unit is entitled to be exchanged pursuant to this clause (ii), the “Unit Exchange Rate” Rate “and, together with Common Unit Exchange Rate, the “Exchange Rate”). Any exchange right pursuant to this Section 7.08(a) shall be exercised by a written notice to the Ultimate Parent from the holder of such Units stating that such holder desires to exchange a stated number of Units pursuant to this Section 7.08(a), accompanied by instruments of transfer to the Ultimate Parent, in form satisfactory to the Ultimate Parent and to the Ultimate Parent’s transfer agent (the “Transfer Agent”), duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to Section 7.08(e), in respect of the Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Ultimate Parent or at the office of the Transfer Agent. Notwithstanding the foregoing, no holder of a Unit shall be entitled to exchange such Unit if such exchange would be prohibited under applicable federal or state securities laws or regulations. (b) As promptly as practicable following the surrender for exchange of Units in the manner provided in this Section 7.08 and the payment in cash of any amount required by the provisions of Section 7.08(e), the Ultimate Parent shall deliver or cause to be delivered, as the case may be (i) the cash, if any, to be paid to such holder pursuant to Section 7.08(a) in accordance with delivery instructions provided by such holder or (ii) at the principal executive offices of the Ultimate Parent or at the office of the Transfer Agent the number of shares of Class A Common Stock or other Securities issuable upon such exchange, issued in such name or names as such holder may direct. Upon the date any such Units are surrendered for exchange, all rights of the holder of such Units as a Partner of the Partnership with respect to such Units shall cease, and the person or persons in whose name or names the shares of Class A Common Stock or other Securities are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock or other Securities. (c) The Exchange Rate shall be adjusted accordingly if there is: (1) any subdivision (by any unit split, unit distribution, reclassification, recapitalization or otherwise) or combination (by reverse unit split, reclassification, recapitalization or otherwise) of any class or series of Units that is not accompanied by an identical subdivision or combination of the corresponding class or series of Securities; or (2) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of any class or series of Securities that is not accompanied by an identical subdivision or combination of the corresponding class or series of Units. In the event of a reclassification or other similar transaction as a result of which one class or series of Securities is converted into another class or series of Security, then a holder of the corresponding class or series of Units shall be entitled to receive upon exchange the amount of such security that such holder would have received if such exchange of Units had occurred immediately prior to the effective date of such reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends shall be made upon the exchange of any Unit; provided, however, that if a Unit shall be exchanged subsequent to the record date for the payment of a dividend or other distribution on Units but prior to the date of such payment, then the registered holder of such Unit at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such Unit on such payment date notwithstanding the exchange thereof or the default in payment of the dividend or distribution due on such payment date. (d) Each Securities Issuer shall at all times reserve and keep available out of its authorized but unissued Securities, solely for the purpose of issuance upon exchange of Units, such number of Securities that shall be issuable upon the exchange of all such outstanding Units; provided, that nothing contained herein shall be construed to preclude the Securities Issuer from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Securities which are held in the treasury of the Securities Issuer. Each Securities Issuer covenants that if any Securities require registration with or approval of any governmental authority under any federal or state law before such Securities may be issued upon exchange, the Securities Issuer shall use its reasonable best efforts to cause such shares to be duly registered or approved, as the case may be. The Ultimate Parent shall use its reasonable best efforts to list the shares of Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery. Each Securities Issuer covenants that all Securities that shall be issued upon exchange of Units will, upon issue, be validly issued, fully paid and non-assessable. (e) The issuance of Securities upon exchange of Units shall be made without charge to the holders of such Units for any stamp or other similar tax in respect of such issuance; provided, however, that if any such shares to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance thereof shall pay to the Ultimate Parent the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Ultimate Parent that such tax has been paid or is not payable. (f) Notwithstanding anything to the contrary elsewhere in this Agreement, the General Partner shall have the right to require any holder of Units (other than the Ultimate Parent and its subsidiaries) who, together with its Affiliates (other than the Ultimate Parent and its subsidiaries), has a Percentage Interest of one percent (1%) or less to exchange all (but not less than all) of such holder’s Units into shares of Class A Common Stock (in the case of Common Units) or, if applicable, into Securities that originally triggered the issuance of such Units (in the case of Units other than Common Units) in accordance with this Section 7.08. Such right can be exercised by the General Partner at any time by a written notice to such holder from the General Partner.