Common use of Issuances Repurchases and Redemptions Recapitalizations Clause in Contracts

Issuances Repurchases and Redemptions Recapitalizations. (a) Issuances by the Managing Member (i) Subject to Section 4.4(a)(ii) and Section 14.1, if, at any time after the Closing Date, the Managing Member sells or issues Class A Shares or any other Equity Securities of the Managing Member (other than Class V Shares), (x) the Company shall concurrently issue to the Managing Member an equal number of Class A Common Units (if the Managing Member issues Class A Shares), or an equal number of such other Equity Security of the Company corresponding to the Equity Securities issued by the Managing Member (if the Managing Member issues Equity Securities other than Class A Shares), and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Managing Member so issued and (y) the Managing Member shall concurrently contribute to the Company the net proceeds or other property received by the Managing Member, if any, for such Class A Share or other Equity Security. (ii) Notwithstanding anything to the contrary contained in Section 4.4(a)(i) or Section 4.4(a)(iii), this Section 4.4(a) shall not apply to (x) the issuance and distribution to holders of Class A Shares or other Equity Securities of the Managing Member of rights to purchase Equity Securities of the Managing Member under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A Shares, such Class A Shares will be issued together with a corresponding right under such plan) or (y) the issuance under the Managing Member’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of the Managing Member or rights or property that may be converted into or settled in Equity Securities of the Managing Member, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Managing Member in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iii) below, as applicable). (iii) In the event any outstanding Equity Security of the Managing Member is exercised or otherwise converted and, as a result, any Class A Shares or other Equity Securities of the Managing Member are issued (including as a result of the exercise of Warrants), (x) the corresponding Equity Security outstanding at the Company, if any, shall be similarly exercised or otherwise converted, if applicable, (y) an equivalent number of Class A Common Units or equivalent Equity Securities of the Company shall be issued to the Managing Member as required by the first sentence of Section 4.4(a)(i), and (z) the Managing Member shall concurrently contribute to the Company the net proceeds received by the Managing Member from any such exercise or conversion.

Issuances Repurchases and Redemptions Recapitalizations. (a) Issuances by the Managing MemberSpecial Limited Partner (i) Subject to Section 4.4(a)(ii3.4(a)(ii) and Section 14.1, if, at any time after the Closing Date, the Managing Member Special Limited Partner sells or issues Class A Shares or any other Equity Securities of the Managing Member Special Limited Partner (other than Class V Shares), (x) the Company Partnership shall concurrently issue to the Managing Member Special Limited Partner an equal number of Class A Common Units (if the Managing Member Special Limited Partner issues Class A Shares), or an equal number of such other Equity Security of the Company Partnership corresponding to the Equity Securities issued by the Managing Member Special Limited Partner (if the Managing Member Special Limited Partner issues Equity Securities other than Class A Shares), and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Managing Member Special Limited Partner so issued and (y) the Managing Member Special Limited Partner shall concurrently contribute to the Company Partnership the net proceeds or other property received by the Managing MemberSpecial Limited Partner, if any, for such Class A Share or other Equity Security. (ii) Notwithstanding anything to the contrary contained in Section 4.4(a)(i3.4(a)(i) or Section 4.4(a)(iii3.4(a)(iii), this Section 4.4(a3.4(a) shall not apply to (x) the issuance and distribution to holders of Class A Shares or other Equity Securities of the Managing Member Special Limited Partner of rights to purchase Equity Securities of the Managing Member Special Limited Partner under a “"poison pill” " or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A Shares, such Class A Shares will be issued together with a corresponding right under such plan) or (y) the issuance under the Managing Member’s Special Limited Partner's employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of the Managing Member Special Limited Partner or rights or property that may be converted into or settled in Equity Securities of the Managing MemberSpecial Limited Partner, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Managing Member Special Limited Partner in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iii) below, as applicable). (iii) In the event any outstanding Equity Security of the Managing Member Special Limited Partner is exercised or otherwise converted and, as a result, any Class A Shares or other Equity Securities of the Managing Member Special Limited Partner are issued (including as a result of the exercise of Warrants), (x) the corresponding Equity Security outstanding at the CompanyPartnership, if any, shall be similarly exercised or otherwise converted, if applicable, (y) an equivalent number of Class A Common Units or equivalent Equity Securities of the Company Partnership shall be issued to the Managing Member Special Limited Partner as required by the first sentence of Section 4.4(a)(i3.4(a)(i), and (z) the Managing Member Special Limited Partner shall concurrently contribute to the Company Partnership the net proceeds received by the Managing Member Special Limited Partner from any such exercise or conversion.

Issuances Repurchases and Redemptions Recapitalizations. (a) Issuances by the Managing Member (i) Subject to Section 4.4(a)(ii7.04(a)(ii) and Section 14.1the Exchange Agreement, if, at any time after the Closing Date, the Managing Member sells or issues shares of Class A Shares Common Stock or any other Equity Securities Interests of the Managing Member (other than Class V SharesCommon Stock), (x) the Company shall concurrently issue to the Managing Member an equal number of Class A Common Units (if the Managing Member issues Class A SharesCommon Stock), or an equal number of such other Equity Security Interests of the Company corresponding to the Equity Securities Interests issued by the Managing Member (if the Managing Member issues Equity Securities Interests other than Class A SharesCommon Stock), and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of the Managing Member so issued and (y) the Managing Member shall concurrently contribute to the Company Company, the net proceeds or other property received by the Managing Member, if any, for such Class A Share Common Stock or other Equity SecurityInterest. (ii) Notwithstanding anything to the contrary contained in Section 4.4(a)(i7.04(a)(i) or Section 4.4(a)(iii7.04(a)(iii), this Section 4.4(a7.04(a) shall not apply to (x) the issuance and distribution to holders of Class A Shares Common Stock or other Equity Securities Interests of the Managing Member of rights to purchase Equity Securities Interests of the Managing Member under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A SharesCommon Stock, such Class A Shares Common Stock will be issued together with a corresponding right under such plan) or (y) the issuance under the Managing Member’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of the Managing Member or rights or property that may be converted into or settled in Equity Securities Interests of the Managing Member, but shall in each of the foregoing cases apply to the issuance of Equity Securities Interests of the Managing Member in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iii) below, as applicable). (iii) In the event any outstanding Equity Security Interest of the Managing Member is exercised or otherwise converted and, as a result, any shares of Class A Shares Common Stock or other Equity Securities Interests of the Managing Member are issued (including as a result of the exercise of Warrantswarrants of the Managing Member), (x) the corresponding Equity Security Interest outstanding at the Company, if any, shall be similarly exercised or otherwise converted, if applicable, (y) an equivalent number of Class A Common Units or equivalent Equity Securities Interests of the Company shall be issued to the Managing Member as required by the first sentence of Section 4.4(a)(i7.04(a)(i), and (z) the Managing Member shall concurrently contribute to the Company the net proceeds received by the Managing Member from any such exercise or conversion.

Issuances Repurchases and Redemptions Recapitalizations. (a) Issuances by the Managing Member (i) Subject to Section 4.4(a)(ii7.04(a)(ii) and Section 14.1the Exchange Agreement, if, at any time after the Closing Date, the Managing Member sells or issues Class A Common Shares or any other Equity Securities Interests of the Managing Member (other than Class V SharesB Common Stock), (x) the Company shall concurrently issue to the Managing Member an equal number of Class A Common Units (if the Managing Member issues Class A SharesCommon Stock), or an equal number of such other Equity Security Interests of the Company corresponding to the Equity Securities Interests issued by the Managing Member (if the Managing Member issues Equity Securities Interests other than Class A SharesCommon Stock), and with substantially the same rights to dividends and distributions Distributions (including distributions Distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of the Managing Member so issued and (y) the Managing Member shall concurrently contribute to the Company Company, the net proceeds or other property received by the Managing Member, if any, for such Class A Share Common Stock or other Equity SecurityInterest. (ii) Notwithstanding anything to the contrary contained in Section 4.4(a)(i7.04(a)(i) or Section 4.4(a)(iii7.04(a)(iii), this Section 4.4(a7.04(a) shall not apply to (x) the issuance and distribution to holders of Class A Shares Common Stock or other Equity Securities Interests of the Managing Member of rights to purchase Equity Securities Interests of the Managing Member under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A SharesCommon Stock, such Class A Shares Common Stock will be issued together with a corresponding right under such plan) or (y) the issuance under the Managing Member’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of the Managing Member or rights or property that may be converted into or settled in Equity Securities Interests of the Managing Member, but shall in each of the foregoing cases apply to the issuance of Equity Securities Interests of the Managing Member in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iii) below, as applicable). (iii) In the event any outstanding Equity Security Interest of the Managing Member is exercised or otherwise converted and, as a result, any Class A Common Shares or other Equity Securities Interests of the Managing Member are issued (including as a result of the exercise of Warrantswarrants of the Managing Member), (x) the corresponding Equity Security Interest outstanding at the Company, if any, shall be similarly exercised or otherwise converted, if applicable, (y) an equivalent number of Class A Common Units or equivalent Equity Securities Interests of the Company shall be issued to the Managing Member as required by the first sentence of Section 4.4(a)(i7.04(a)(i), and (z) the Managing Member shall concurrently contribute to the Company the net proceeds received by the Managing Member from any such exercise or conversion.

Issuances Repurchases and Redemptions Recapitalizations. (a) Issuances by the Managing Member (i) Subject to Section 4.4(a)(ii) and Section 14.1, if, at any time after the Closing Date, the Managing Member sells or issues Class A Shares or any other Equity Securities of the Managing Member (other than Class V C Shares), (x) the Company shall concurrently issue to the Managing Member an equal number of Class A Common Units (if the Managing Member issues Class A Shares), or an equal number of such other Equity Security of the Company corresponding to the Equity Securities issued by the Managing Member (if the Managing Member issues Equity Securities other than Class A Shares), and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Managing Member so issued and (y) the Managing Member shall concurrently contribute to the Company the net proceeds or other property received by the Managing Member, if any, for such Class A Share or other Equity Security. The Managing Member shall be entitled to a make-whole payment for the tax liability realized by the Managing Member as a result of the receipt of any distributions as the Equity Securities described in this Section 4.4(a)(i) as determined by the Managing Member; provided, however, that the Original Member Representative shall have the right to review and provide comments, which will be reasonably considered by the Managing Member. (ii) Notwithstanding anything to the contrary contained in Section 4.4(a)(i) or Section 4.4(a)(iii), this Section 4.4(a) shall not apply to (x) the issuance and distribution to holders of Class A Shares or other Equity Securities of the Managing Member of rights to purchase Equity Securities of the Managing Member under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A Shares, such Class A Shares will be issued together with a corresponding right under such plan) or (y) the issuance under the Managing Member’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of the Managing Member or rights or property that may be converted into or settled in Equity Securities of the Managing Member, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Managing Member in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iii) below, as applicable). (iii) In the event any outstanding Equity Security of the Managing Member is exercised or otherwise converted and, as a result, any Class A Shares or other Equity Securities of the Managing Member are issued (including as a result of the exercise of Warrants), (x) the corresponding Equity Security outstanding at the Company, if any, shall be similarly exercised or otherwise converted, if applicable, (y) an equivalent number of Class A Common Units or equivalent Equity Securities of the Company shall be issued to the Managing Member as required by the first sentence of Section 4.4(a)(i), and (z) the Managing Member shall concurrently contribute to the Company the net proceeds received by the Managing Member from any such exercise or conversion.