Common use of Exchange Restrictions Clause in Contracts

Exchange Restrictions. (a) Notwithstanding anything to the contrary contained herein, Vine Investment shall not be entitled to exchange Class B Units and shares of Class B Common Stock, and the Issuer and Vine Holdings shall have the right to refuse to honor any request for exchange of Class B Units and Class B Common Stock, if such exchange would be prohibited under applicable law or regulation. (b) To the extent the Issuer or Vine Holdings determines that the Class B Units do not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Issuer or Vine Holdings may impose such restrictions on any Exchange as the Issuer or Vine Holdings may reasonably determine to be necessary or advisable so that Vine Holdings is not treated as a “publicly traded partnership” under Section 7704 of the Code; provided, that Vine Investment shall be entitled at any time to exchange Class B Units and Class B Common Stock for Class A Common Stock, provided that the aggregate number of Class B Units surrendered by Vine Investment in any such Exchange is greater than 2% of the then-outstanding Class B Units (provided that such Exchange constitutes part of a “block transfer” within the meaning of Treasury Regulation Section 1.7704-1(e)(2)). Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Issuer or Vine Holdings, such an Exchange would pose a material risk that Vine Holdings would be treated as a “publicly traded partnership” under Section 7704 of the Code.

Exchange Restrictions. (a) Notwithstanding anything any contrary provision in this Agreement, to the contrary contained herein, Vine Investment shall not be entitled to exchange Class B Units and shares of Class B Common Stock, and the Issuer and Vine Holdings shall have the right to refuse to honor any request for exchange of Class B Units and Class B Common Stock, if such exchange would be prohibited under applicable law or regulation. (b) To the extent the Issuer or Vine Holdings determines Managing Member shall reasonably determine that interests in the Class B Units Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3), provided that, for such purpose, unless otherwise required by applicable Law, the Company and the Managing Member shall assume that each Member as of immediately following the Pre-IPO Exchanges is treated as a single partner within the meaning of Regulations Section 1.7704-1(h) (and none of the Member’s beneficial owners is treated as a separate partner)), the Issuer or Vine Holdings Managing Member may impose such restrictions on any Exchange Exchanges (including limiting Exchanges or creating priority procedures for Exchanges) as the Issuer or Vine Holdings Managing Member may reasonably determine to be necessary or advisable so that Vine Holdings the Company is not treated as a “publicly traded partnership” under within the meaning of Section 7704 of the Code; provided, Code and the Treasury Regulations promulgated thereunder. If the Managing Member determines in good faith that Vine Investment shall be entitled at any time to exchange Class B Units and Class B Common Stock for Class A Common Stock, provided that the aggregate number of Class B Units surrendered by Vine Investment in any such Exchange is greater than 2% limitations or restrictions are necessary, then before imposing any such restrictions, the Managing Member shall first consult in good faith with the Continuing Member Representative in order to attempt to ameliorate the cause of the then-outstanding Class B Units (provided that such Exchange constitutes part of a “block transfer” within the meaning of Treasury Regulation Section 1.7704-1(e)(2))restrictions. Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall shall, to the fullest extent permitted by law, be void ab initio) if, in the good faith determination of the Issuer or Vine HoldingsManaging Member, such an Exchange would pose a material risk that Vine Holdings the Company would be treated as a “publicly traded partnership” under Section 7704 of the Code. (b) For the avoidance of doubt, and notwithstanding anything to the contrary herein, a Member shall not be entitled to effect an Exchange to the extent PubCo or the Company reasonably determines that such Exchange (i) would be prohibited by law or regulation (including, without limitation, the unavailability of any requisite registration statement filed under the Securities Act or any exemption from the registration requirements thereunder) or (ii) would not be permitted under any other agreements with PubCo or its subsidiaries by which such Member is bound (including, without limitation, this Agreement) or any written policies of PubCo related to unlawful or inappropriate trading applicable to its directors, officers or other personnel. Upon such determination, PubCo shall notify the Member requesting the Exchange of such determination, which notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been effected.

Exchange Restrictions. (ai) Notwithstanding anything any contrary provision in this Agreement, to the contrary contained herein, Vine Investment shall not be entitled to exchange Class B Units and shares of Class B Common Stock, and the Issuer and Vine Holdings shall have the right to refuse to honor any request for exchange of Class B Units and Class B Common Stock, if such exchange would be prohibited under applicable law or regulation. (b) To the extent the Issuer or Vine Holdings determines Managing Member shall reasonably determine that interests in the Class B Units Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3), provided that, for such purpose, unless otherwise required by applicable Law, the Company and the Managing Member shall assume that each Member as of immediately following the Pre-IPO Exchanges is treated as a single partner within the meaning of Regulations Section 1.7704-1(h) (and none of the Member’s beneficial owners is treated as a separate partner)), the Issuer or Vine Holdings Managing Member may impose such restrictions on any Exchange Exchanges (including limiting Exchanges or creating priority procedures for Exchanges) as the Issuer or Vine Holdings Managing Member may reasonably determine to be necessary or advisable so that Vine Holdings the Company is not treated as a “publicly traded partnership” under within the meaning of Section 7704 of the Code; provided, Code and the Treasury Regulations promulgated thereunder. If the Managing Member determines in good faith that Vine Investment shall be entitled at any time to exchange Class B Units and Class B Common Stock for Class A Common Stock, provided that the aggregate number of Class B Units surrendered by Vine Investment in any such Exchange is greater than 2% limitations or restrictions are necessary, then before imposing any such restrictions, the Managing Member shall first consult in good faith with the Continuing Member in order to attempt to ameliorate the cause of the then-outstanding Class B Units (provided that such Exchange constitutes part of a “block transfer” within the meaning of Treasury Regulation Section 1.7704-1(e)(2))restrictions. Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall shall, to the fullest extent permitted by law, be void ab initio) if, in the good faith determination of the Issuer or Vine HoldingsManaging Member, such an Exchange would pose a material risk that Vine Holdings the Company would be treated as a “publicly traded partnership” under Section 7704 of the Code. (ii) For the avoidance of doubt, and notwithstanding anything to the contrary herein, a Member shall not be entitled to effect an Exchange to the extent PubCo or the Company reasonably determines that such Exchange (i) would be prohibited by law or regulation (including, without limitation, the unavailability of any requisite registration statement filed under the Securities Act or any exemption from the registration requirements thereunder) or (ii) would not be permitted under any other agreements with PubCo or its subsidiaries by which such Member is bound (including, without limitation, this Agreement) or any written policies of PubCo related to unlawful or inappropriate trading applicable to its directors, officers or other personnel. Upon such determination, PubCo shall notify the Member requesting the Exchange of such determination, which notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been effected.

Exchange Restrictions. (a) Notwithstanding anything to the contrary contained herein, Vine no Investment Entity shall not be entitled to exchange Class B Units and shares of Class B Common Stock, and the Issuer and Vine Holdings shall have the right to refuse to honor any request for exchange of Class B Units and Class B Common Stockan Exchange, if such exchange Exchange would be prohibited under applicable law or regulation. (b) To the extent the Issuer or Vine Holdings determines that the Class B Units do not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Issuer or Vine Holdings may impose such restrictions on any Exchange as the Issuer or Vine Holdings may reasonably determine to be necessary or advisable so that Vine Holdings is not treated as a “publicly traded partnership” under Section 7704 of the Code; provided, that Vine each Investment Entity shall be entitled at any time to exchange Class B Units and (together with the same number of shares of Class B Common Stock Stock) for Class A Common Stock, provided that the aggregate number of Class B Units surrendered by Vine such Investment Entity (and any related person within the meaning of Section 267(b) or Section 707(b)(1) of the Code) in such Exchanges during any such Exchange is thirty (30) calendar day period represent, in the aggregate, greater than 2% of the thentotal interests in partnership capital or profits within the meaning of Treasury Regulations Section 1.7704-outstanding Class B Units 1(k) (provided that such Exchange constitutes part of a “block transfer” within the meaning of Treasury Regulation Section 1.7704-1(e)(2)). Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Issuer or Vine Holdings, such an Exchange would pose a material risk that Vine Holdings would be treated as a “publicly traded partnership” under Section 7704 of the Code.

Exchange Restrictions. (a) Notwithstanding anything any contrary provision in this Agreement, to the contrary contained herein, Vine Investment shall not be entitled to exchange Class B Units and shares of Class B Common Stock, and the Issuer and Vine Holdings shall have the right to refuse to honor any request for exchange of Class B Units and Class B Common Stock, if such exchange would be prohibited under applicable law or regulation. (b) To the extent the Issuer or Vine Holdings determines Managing Member shall reasonably determine that interests in the Class B Units Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3), provided that, for such purpose, unless otherwise required by applicable Law, the Company and the Managing Member shall assume that each Member as of immediately after the Pre-IPO Exchanges is treated as a single partner within the meaning of Regulations Section 1.7704-1(h) (and none of the Member’s beneficial owners is treated as a separate partner)), the Issuer or Vine Holdings Managing Member may impose such restrictions on any Exchange Exchanges (including limiting Exchanges or creating priority procedures for Exchanges) as the Issuer or Vine Holdings Managing Member may reasonably determine to be necessary or advisable so that Vine Holdings the Company is not treated as a “publicly traded partnership” under within the meaning of Section 7704 of the Code; provided, Code and the Treasury Regulations promulgated thereunder. If the Managing Member determines in good faith that Vine Investment shall be entitled at any time to exchange Class B Units and Class B Common Stock for Class A Common Stock, provided that the aggregate number of Class B Units surrendered by Vine Investment in any such Exchange is greater than 2% limitations or restrictions are necessary, then before imposing any such restrictions, the Managing Member shall first consult in good faith with the Founder Members and the TSG Members in order to attempt to ameliorate the cause of the then-outstanding Class B Units (provided that such Exchange constitutes part of a “block transfer” within the meaning of Treasury Regulation Section 1.7704-1(e)(2))restrictions. Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall shall, to the fullest extent permitted by law, be void ab initio) if, in the good faith determination of the Issuer or Vine HoldingsManaging Member, such an Exchange would pose a material risk that Vine Holdings the Company would be treated as a “publicly traded partnership” under Section 7704 of the Code. (b) For the avoidance of doubt, and notwithstanding anything to the contrary herein, a Member shall not be entitled to effect an Exchange to the extent PubCo or the Company reasonably determines that such Exchange (i) would be prohibited by law or regulation or (ii) would not be permitted under any other agreements with PubCo or its subsidiaries by which such Member is bound (including, without limitation, this Agreement) or any written policies of PubCo related to unlawful or inappropriate trading applicable to its directors, officers or other personnel. Upon such determination, PubCo shall notify the Member requesting the Exchange of such determination, which notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been effected. PubCo agrees that it has taken all or will take such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and to be exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions from, or dispositions to, PubCo of equity securities of PubCo (including derivative securities with respect thereto) and any securities that may be deemed to be equity securities or derivative securities of PubCo for such purposes that result from the transactions contemplated by this Agreement, by each officer or director of PubCo. The authorizing resolutions shall be approved by either PubCo’s board of directors or a committee composed solely of two or more Non-Employee Directors (as defined in Rule 16b-3) of PubCo. By including this covenant, it is the intention of the board that all such transactions be exempt.