Exchange Right of Pubco Sample Clauses

Exchange Right of Pubco. (a) Notwithstanding anything to the contrary in this Article 10, Pubco may, in its sole and absolute discretion, elect to effect on the Redemption Date the exchange of Redeemed Units for the Share Settlement or Cash Settlement, as the case may be, through a direct exchange of such Redeemed Units and such consideration between the Redeeming Member and Pubco (a “Direct Exchange”). Upon such Direct Exchange pursuant to this Section 10.03, Pubco shall acquire the Redeemed Units and shall be treated for all purposes of this Agreement as the owner of such Units.
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Exchange Right of Pubco. 43 Section 10.05. Tender Offers and Other Events with Respect to Pubco 44
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Exchange Right of Pubco. 41 Section 10.04. Tender Offers and Other Events with Respect to Pubco. 41 Section 10.05. Reservation of Shares of Class A Common Stock; Certificate of Pubco 42 Section 10.06. Effect of Exercise of Redemption or Exchange Right 43 Section 10.07. Tax Treatment 43 Section 10.08. Additional Exchange Restrictions 43 ARTICLE 11 LIMITATION ON LIABILITY, EXCULPATION AND INDEMNIFICATION 45 Section 11.01. Limitation on Liability 45 Section 11.02. Exculpation and Indemnification; Elimination of Fiduciary Duties 45 ARTICLE 12 DISSOLUTION AND TERMINATION 48 Section 12.01. Dissolution 48 Section 12.02. Winding Up of the Company 48 Section 12.03. Termination 49 Section 12.04. Survival 49 WEIL:\98074461\9\40590.0003 ARTICLE 13 MISCELLANEOUS 50 Section 13.01. Expenses 50 Section 13.02. Further Assurances 50 Section 13.03. Notices 50 Section 13.04. Binding Effect; Benefit; Assignment. 51 Section 13.05. Jurisdiction. 51 Section 13.06. WAIVER OF JURY TRIAL. 52 Section 13.07. Counterparts 52 Section 13.08. Entire Agreement 52 Section 13.09. Severability 52 Section 13.10. Amendment. 53 Section 13.11. Confidentiality. 53 Section 13.12. Governing Law 55 ARTICLE 14 REPRESENTATIONS OF MEMBERS 55 Section 14.01. Representations of Members 55 Schedule A Member Schedule Exhibit A Form of Redemption Notice WEIL:\98074461\9\40590.0003 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF AIDH TOPCO, LLC, a Delaware limited liability company (the “Company”), dated as of September 14, 2021, by and among the Company, Definitive Healthcare Corp., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
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Related to Exchange Right of Pubco

  • Redemption Right of a Member (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”). A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time period), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

  • No Rights as Shareholder Until Exercise; No Settlement in Cash This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

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