Exchange Payment. (a) The Exchange shall be consummated on the Exchange Date.
Exchange Payment. The Exchange shall be consummated on the Exchange Date. Unless PubCo has exercised its PubCo Call Right pursuant to Section 4.6(f), on the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date) (i) PubCo shall contribute to the Company for delivery to the Exchanging Member (x) the Stock Exchange Payment with respect to any Exchanged Units not subject to a Cash Exchange Notice and (y) the Cash Exchange Payment with respect to any Exchanged Units subject to a Cash Exchange Notice, (ii) the Exchanging Member shall transfer and surrender the Exchanged Units to the Company, free and clear of all liens and encumbrances, (iii) the Company shall issue to PubCo a number of Common Units equal to the number of Common Units surrendered pursuant to clause (ii), (iv) solely to the extent necessary in connection with an Exchange, PubCo shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Class A Common Stock to maintain a one-to-one ratio between the number of Common Units owned by PubCo, directly or indirectly, and the number of outstanding shares of Class A Common Stock, taking into account the issuance in clause (iii), any Stock Exchange Payment, and any other action taken in connection with this Section 4.6, (v) the Company shall (x) cancel the redeemed Common Units which were Exchanged Units held by the Exchanging Member and (y) transfer to the Exchanging Member the Cash Exchange Payment and/or the Stock Exchange Payment, as applicable, and (vi) PubCo shall cancel the surrendered shares of Class V Common Stock. On or prior to the Exchange Date, and as a condition to the Exchange, the Exchanging Member shall make any applicable Certificate Delivery. Upon the Exchange of all of a Member’s Units, such Member shall cease to be a Member of the Company.
Exchange Payment. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company acceptable to the Company to act as payment agent in the Merger (the “Payment Agent”). At the Closing, Parent shall deposit with the Payment Agent cash in the amount of the Payment Amount. No later than the Effective Time, the Payment Agent shall mail to the holders of Company Capital Stock and the holder of the Non-Employee Optionholders, in each case as of immediately prior to the Effective Time: (i) a letter of transmittal in substantially the form attached hereto as Exhibit D (the “Letters of Transmittal”), (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the cash amounts payable in accordance with Section 1.5 and (iii) instructions for use in effecting the surrender of Company Options held by Non-Employee Optionholders in exchange for the Options Payout Amount, if any, which instructions shall include, without limitation, the requirement that each Non-Employee Optionholder sign the Option Termination Letter as a condition to receipt of the Options Payout Amount, if any. Subject to the terms of any Holdback Agreement, upon surrender of a Company Stock Certificate to the Payment Agent for payment, together with a duly executed Letter of Transmittal, and in no event later than five (5) business days after receipt of such Company Stock Certificate and duly executed Letter of Transmittal after the Closing Date, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each share evidenced by such Company Stock Certificate less the amount to be withheld in escrow in accordance with Section 1.10 of this Agreement and (B) the Company Stock Certificate so surrendered shall be canceled. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, as a condition to the payment of the Per Share Merger Consideration with respect to each share of Company Capital Stock evidenced by such Company Stock Certificate, require the owner of such Company Stock Certificate to provide an executed affidavit to Parent in a form reasonably acceptable to Parent, which affidavit shall include an agreement to indemnify and hold harmless Parent and the Payment Agent from and against any losses arising therefrom. Upon surrender of customary documentation relating to a Company Option held by a Non-Employee Optionholder to the Payment Agent for pay...
Exchange Payment. The Exchange shall be consummated on the Exchange Date. Unless PubCo has exercised its PubCo Call Right pursuant to Section 12.3, on the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date):
Exchange Payment. Each holder of (i) Common Units (but not including any Canceled Awards or Phantom Units), Class A Units and Class B Units that have been converted into the right to receive the Common Merger Consideration, Class A Consideration or Class B Consideration, as applicable, upon surrender to the Exchange Agent of a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, a Certificate (as applicable) and such other documents as may reasonably be required by the Exchange Agent, and (ii) Book-Entry Units, in each case, will be entitled to receive in exchange therefor (x) the number of Parent Units, Parent Class A Units or Parent Class B Units representing, in the aggregate, the whole number of Parent Units, Parent Class A Units or Parent Class B Units that such holder has the right to receive in accordance with the provisions of this Article II and (y) a check denominated in U.S. dollars in the amount of cash that such holder has the right to receive pursuant to this Article II , if any, including the cash portion of the Common Merger Consideration. The Common Merger Consideration, Class A Consideration and Class B Consideration will be paid (I) as promptly as practicable by mail after receipt by the Exchange Agent of the Certificate and letter of transmittal in accordance with the foregoing, in the case of Unitholders that hold Certificates, (II) in accordance with Section 2.2(b) , in the case of holders of Book-Entry Units, and (III) in accordance with Section 2.1(e) , in the case of holders of Canceled Awards. No interest will be paid or accrued on any Common Merger Consideration, Class A Consideration, Class B Consideration, cash in lieu of fractional Parent Units or on any unpaid distributions payable to holders of Certificates or Book-Entry Units. Until so surrendered, each such Certificate will, after the Effective Time, represent for all purposes only the right to receive such Common Merger Consideration, Class A Consideration or Class B Consideration, as applicable. The Common Merger Consideration, Class A Consideration or Class B Consideration, as applicable, paid upon surrender of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to the Common Units, Class A Units or Class B Units, as the case may be, formerly represented by such Certificates. The Common Merger Consideration, Class A Consideration or Class B Consideration paid in respect of Book-Entry Uni...
Exchange Payment. (a) On the Exchange Date, in the case of an Exchange that is not a Direct Exchange:
Exchange Payment. (a) The Exchange shall be consummated on the Exchange Date; provided that, in the event that an Exchange Notice with respect to an Unrestricted Exchange is delivered pursuant to Section 2.1(b) and specifies that it is predicated upon the settlement of an Exchange of Paired Interests sooner than on the Exchange Date, the Corporation and OpCo shall use their respective commercially reasonable efforts to consummate the Exchange on the date specified in such Exchange Notice; provided further that, notwithstanding anything to the contrary contained in this Agreement, in the event that an Exchange Notice is delivered in connection with a Secondary Offering or a block sale pursuant to Rule 144 of the Securities Act or other exemption from registration thereunder that is not an underwritten distribution but is an Unrestricted Exchange, the Exchange Date shall be the settlement date of such Secondary Offering or such block sale and the Exchange shall be consummated no later than the settlement of such Secondary Offering or such block sale on such date.
Exchange Payment. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). No later than the Closing Date, Parent shall deposit with the Exchange Agent (i) evidence of book-entry shares representing the shares of Parent Class A Common Stock and Parent Convertible Preferred Stock and the Parent Consideration Warrants issuable and deliverable pursuant to Section 1.6 (Conversion of Shares) and Section 1.7(e) (Treatment of Company Options, Company RSUs and Company Warrants) and (ii) cash sufficient to make the payments, if any, in respect of Company Shares held by Non-Accredited Investors pursuant to Section 1.6 (Conversion of Shares) and Section 1.7(e) (Treatment of Company Options, Company RSUs and Company Warrants) (collectively, the “Exchange Fund”). In the event the Exchange Fund is insufficient to make all of the payments contemplated by Section 1.6 (Conversion of Shares) and Section 1.7(e) (Treatment of Company Options, Company RSUs and Company Warrants), Parent shall promptly deposit additional evidence of book-entry shares representing the shares of Parent Class A Common Stock and Parent Convertible Preferred Stock and the Parent Consideration Warrants or deposit additional cash, in each case, as applicable and necessary to make all of the payments contemplated by Section 1.6 (Conversion of Shares) and Section 1.7(e) (Treatment of Company Options, Company RSUs and Company Warrants). Parent shall cause the Exchange Fund to be (i) held for the benefit of the Company Shareholders and the Company Warrantholder entitled to payments pursuant Section 1.6 (Conversion of Shares) and Section 1.7(e) (Treatment of Company Options, Company RSUs and Company Warrants) and (ii) applied promptly to making the payments pursuant to Section 1.6 (Conversion of Shares) and Section 1.7(e) (Treatment of Company Options, Company RSUs and Company Warrants). The Exchange Fund shall not be used for any purpose other than to fund payments of the Per Share Stock Consideration, Per Share Warrant Consideration, Per Company Warrant Stock Consideration and Per Company Warrant Warrant Consideration pursuant to Section 1.6 (Conversion of Shares) and Section 1.7(e) (Treatment of Company Options, Company RSUs and Company Warrants).
Exchange Payment. (a) Prior to the Closing and no later than the Closing Date, Parent shall deposit with the Payment Agent cash in the amount of the Closing Payment Amount in accordance with Section 1.7(a)(ii). In no event later than one Business Day after the Effective Time, Parent shall cause the Payment Agent to provide (electronically, with respect to any Company Stockholder for whom an email address is listed on the Estimated Closing Statement and who holds electronic, and not physical, Company Stock Certificates, and by physical mail, to any Company Stockholder for whom an email address is not provided or who holds physical Company Stock Certificates), with respect to the Company Stockholders as of immediately prior to the Effective Time, (i) a letter of transmittal in substantially the form attached hereto as Exhibit C (each, a “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of Company Stock Certificates, if applicable, in exchange for the portion, if any, of the Merger Consideration payable in accordance with Section 1.5 and Section 1.6 (but subject to Sections 1.11, 1.12, 1.13, 1.15, and 1.16). Upon submission to the Payment Agent of a duly executed Letter of Transmittal, and with respect to any physical Company Stock Certificates the Company Stock Certificate, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the cash amounts payable in accordance with Sections 1.5 and/or 1.6, as the case may be (subject in each case to Sections 1.11, 1.12, 1.13, 1.15, and 1.16) for each share of Company Capital Stock correctly listed on such duly executed Letter of Transmittal. No Company Stockholder who holds electronic and not physical Company Stock Certificates shall be required to surrender any Company Stock Certificates in exchange for such Company Stockholder’s applicable portion of the Merger Consideration but such Company Stockholder shall be required to deliver a duly completed and validly executed Letter of Transmittal to the Payment Agent in order to receive its portion of the Merger Consideration.
Exchange Payment. (a) The Exchange shall be consummated on the Exchange Date; provided that, in the event that an Exchange Notice with respect to an Unrestricted Exchange is delivered pursuant to Section 2.1(b) and specifies that it is predicated upon the settlement of an Exchange of Paired Interests sooner than on the Exchange Date, the Corporation and OpCo shall use their respective commercially reasonable efforts to consummate the Exchange on the date specified in such Exchange Notice, which shall thereafter be deemed the Exchange Date for purposes of such Exchange; provided further, that, notwithstanding anything to the contrary contained in this Agreement, in the event that an Exchange Notice is delivered in connection with a Secondary Offering or a block sale pursuant to Rule 144 of the Securities Act or other then available exemption from registration thereunder that is not an underwritten distribution but is an Unrestricted Exchange, and the Corporation has at least three (3) Business Days’ notice prior to the settlement date thereof, the Exchange Date shall be the settlement date of such Secondary Offering or such block sale and the Exchange shall be consummated no later than the settlement of such Secondary Offering or such block sale on such date.
