Common use of Issuances of Securities Clause in Contracts

Issuances of Securities. (a) Except as provided in Section 7.06(b) below, at any time the Ultimate Parent or any of its direct or indirect subsidiaries other than the Partnership and its subsidiaries (such entity, the “Securities Issuer”) issues any shares of capital stock or other equity interests, or any rights, options, warrants or convertible or exchangeable securities having the right to convert into, exchange for, subscribe for or purchase any shares of capital stock or other equity interests (collectively, “Securities”), other than in connection with a conversion of shares of Class C Common Stock into Class A Common Stock pursuant to, and in accordance with, Article IV of the Certificate of Incorporation, the Partnership shall issue to such Securities Issuer (x) in the case of an issuance of shares of Class A Common Stock or Class C Common Stock, an equal number of Common Units, registered in the name of such Securities Issuer, or (y) in the case of an issuance of any other Securities, an equal number of Units with designations, preferences and other rights, terms and conditions (other than financial covenants applicable to such Securities Issuer, its subsidiaries or direct or indirect parent entities) that are substantially the same as the designations, preferences and other rights, terms and conditions of such other Securities, registered in the name of such Securities Issuer. The net proceeds, if any, whether in cash or other property, received by the Securities Issuer with respect to the issuance of Securities shall be transferred to the Partnership. (b) If the Securities Issuer does not receive any net proceeds from the issuance of such Securities (including an issuance by the Ultimate Parent of Securities to Corvina Holdings Limited (or its successors, assignees or affiliates) pursuant to that certain Tax Receivable Agreement between Corvina Holdings Limited and the Ultimate Parent (the “Virgin Tax Receivable Agreement”), but excluding any transactions described in Section 7.03, Section 7.05 or 7.08), (i) the Partnership shall issue an equal number of Units with designations, preferences and other rights, terms and conditions (other than financial covenants applicable to such Securities Issuer, its subsidiaries or direct or indirect parent entities) that are substantially the same as the designations, preferences and other rights, terms and conditions of such Securities, registered in the name of such Securities Issuer and (ii) the Partnership shall make a corresponding pro rata issuance to all other Partners (other than the Ultimate Parent and its direct or indirect subsidiaries) in accordance with their Percentage Interests (as determined immediately prior to the transactions described in this Section 7.06(b)) of Units with designations, preferences and other rights, terms and conditions (other than financial covenants applicable to such Securities Issuer, its subsidiaries or direct or indirect parent entities) that are substantially the same as the designations, preferences and other rights, terms and conditions of such Securities; provided that no pro rata issuance contemplated by this clause (ii) shall be required in respect of any transactions approved by the board of directors of the Ultimate Parent where such Securities are issued in satisfaction of bona fide obligations of the Partnership to third parties (it being understood that this proviso shall not apply to any issuance by the Ultimate Parent of Securities to Corvina Holdings Limited (or its successors, assignees or affiliates) pursuant to the Virgin Tax Receivable Agreement). (c) The intent of this Section 7.06 and Sections 7.03, 7.04 and 7.05 is to ensure that the number of Units held by the Ultimate Parent and any of its direct or indirect subsidiaries (including the General Partner) at all times equals the sum of (A) the number of shares of Class A Common Stock outstanding, (B) the number of shares of Class C Common Stock outstanding and (C) the number of other Securities outstanding, and such provisions shall be interpreted consistently with such intent.

Issuances of Securities. (a) Except as provided in Section 7.06(b) below, at any time the Ultimate Parent or any of its direct or indirect subsidiaries other than the Partnership and its subsidiaries (such entity, the “Securities Issuer”) issues any shares of capital stock or other equity interests, or any rights, options, warrants or convertible or exchangeable securities having the right to convert into, exchange for, subscribe for or purchase any shares of capital stock or other equity interests (collectively, “Securities”), other than in connection with a conversion of shares of Class C Common Stock into Class A Common Stock pursuant to, and in accordance with, Article IV of the Certificate of Incorporation, the Partnership shall issue to such Securities Issuer or, at the discretion of such Securities Issuer and the General Partner, to a subsidiary of such Securities Issuer if such subsidiary is then a Partner (x) in the case of an issuance of shares of Class A Common Stock or Class C Common Stock, an equal number of Common Units, registered in the name of such Securities Issuer, or (y) in the case of an issuance of any other Securities, an equal number of Units with designations, preferences and other rights, terms and conditions (other than financial covenants applicable to such Securities Issuer, its subsidiaries or direct or indirect parent entities) that are substantially the same as the designations, preferences and other rights, terms and conditions of such other Securities, registered in the name of such Securities Issuer. The net proceeds, if any, whether in cash or other property, received by the Securities Issuer with respect to the issuance of Securities shall be transferred to the Partnership. (b) If the Securities Issuer does not receive any net proceeds from the issuance of such Securities (including an issuance by the Ultimate Parent of Securities to Corvina Holdings Limited (or its successors, assignees or affiliates) pursuant to that certain Tax Receivable Agreement between Corvina Holdings Limited and the Ultimate Parent (the “Virgin Tax Receivable Agreement”)Securities, but excluding any transactions described in Section 7.03, Section 7.05 or 7.08), (i) the Partnership shall issue an equal number of Units with designations, preferences and other rights, terms and conditions (other than financial covenants applicable to such Securities Issuer, its subsidiaries or direct or indirect parent entities) that are substantially the same as the designations, preferences and other rights, terms and conditions of such Securities, registered in the name of such Securities Issuer and (ii) the Partnership shall make a corresponding pro rata issuance to all other Partners (other than the Ultimate Parent and its direct or indirect subsidiaries) in accordance with their Percentage Interests (as determined immediately prior to the transactions described in this Section 7.06(b)) of Units with designations, preferences and other rights, terms and conditions (other than financial covenants applicable to such Securities Issuer, its subsidiaries or direct or indirect parent entities) that are substantially the same as the designations, preferences and other rights, terms and conditions of such Securities; provided that no pro rata issuance contemplated by this clause (ii) shall be required in respect of any transactions approved by the board of directors of the Ultimate Parent where such Securities are issued in satisfaction of bona fide obligations of the Partnership to third parties (it being understood that this proviso shall not apply to any issuance by the Ultimate Parent of Securities to Corvina Holdings Limited (or its successors, assignees or affiliates) pursuant to the Virgin Tax Receivable Agreement)parties. (c) The intent of this Section 7.06 and Sections 7.03, 7.04 and 7.05 is to ensure that the number of Units held by the Ultimate Parent and any of its direct or indirect subsidiaries (including the General Partner) at all times equals the sum of (A) the number of shares of Class A Common Stock outstanding, (B) the number of shares of Class C Common Stock outstanding, (C) the number of shares of Series A Preferred Stock outstanding and (CD) the number of other Securities outstanding, and such provisions shall be interpreted consistently with such intent.