Common use of Maintenance of One-to-One Ratio Clause in Contracts

Maintenance of One-to-One Ratio. Except as otherwise determined by the Managing Member, the Company, the Managing Member and PubCo shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Units, the Class A Shares, the Class V Shares, or the Series A Preferred Shares, as applicable, to maintain at all times (i) a one-to-one ratio between the number of Series A Preferred Units owned by PubCo, directly or indirectly, and the number of outstanding Series A Preferred Shares, (the “One-to-One Ratio”), disregarding, for purposes of maintaining the One-to-One Ratio, (A) treasury stock or (B) preferred stock or other debt or Equity Securities (including any corresponding rights) issued by the PubCo that are convertible into or exercisable or exchangeable for Class A Shares (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by PubCo to the equity capital of the Company); provided that, in each of the foregoing cases of clause (B), the issuance of Class A Shares in connection with the conversion, exercise or exchange, as applicable, of such preferred stock or other debt or Equity Securities, as applicable, shall not be disregarded for purposes of this Section 3.3(c). Except as otherwise determined by the Managing Member, in the event PubCo issues, transfers or delivers from treasury stock or repurchases or redeems Class A Shares in a transaction not contemplated in this Agreement, the Managing Member, PubCo and the Company shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number of outstanding Units owned, directly or indirectly, by PubCo will equal on a one-for-one basis the number of outstanding Class A Shares.

Maintenance of One-to-One Ratio. Except as otherwise determined by the Managing Member, the (a) The Company, the Managing Member and PubCo shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the UnitsCorporation, the Class A SharesManager, the Class V Shares, Members and any other any other Person that is a party to or is otherwise bound by this Agreement hereby acknowledges and agrees that it is the Series A Preferred Shares, as applicable, intention of this Article III to maintain at all times (i) a one-to-one ratio between the number of Series A Preferred Units owned by PubCo, directly or indirectly, and (i) the number of outstanding Series Class A Preferred Shares, Common Units and (ii) the “One-to-One Ratio”)number of outstanding shares of Economic Common Stock, disregarding, for purposes of maintaining the Onesuch one-to-One Ratioone ratio, (A) treasury stock or Unvested Corporate Shares, (B) treasury shares of the Corporation, (C) non-economic voting shares of the Corporation, such as shares of Class B Common Stock, and (D) shares of preferred stock or other debt or Equity Securities equity securities (including any corresponding warrants, options or rights) issued by the PubCo Corporation that are convertible into or exercisable or exchangeable for Class A Shares shares of Economic Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has have been contributed by PubCo the Corporation to the equity capital of the Company); provided thatCompany) (clauses (A), in each of the foregoing cases of clause (B), (C) and (D), collectively, the “Disregarded Shares”). In the event the Corporation issues shares of Economic Common Stock, transfers or delivers from treasury shares of Economic Common Stock or repurchases or redeems shares of Economic Common Stock, the Company and the Corporation shall undertake all necessary actions (including payments of appropriate consideration by the Corporation to the Company for the issuance to the Corporation of additional of Class A Shares Common Units), such that, after giving effect to all such issuances, transfers or deliveries, repurchases or redemptions, the number of outstanding Class A Common Units shall equal, on a one-for-one basis, the number of outstanding shares of Economic Common Stock, disregarding, for purposes of maintaining such one-to-one ratio, the Disregarded Shares. (b) In the event that the Corporation shall effect a reclassification, subdivision, combination or cancellation of outstanding shares of Economic Common Stock (including a subdivision effected by the Corporation declaring and paying a dividend of shares of Economic Common Stock on outstanding shares of Economic Common Stock), then the number of outstanding Class A Common Units shall automatically be reclassified, subdivided, combined or cancelled in connection with the conversionsame manner such that, exercise after giving effect to such reclassification, subdivision, combination or exchangecancellation, as applicablethe number of outstanding Class A Common Units shall equal, on a one-for-one basis, the number of outstanding shares of Economic Common Stock, disregarding for such purposes, the Disregarded Shares, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. (c) In the event that the Corporation shall issue additional shares of Economic Common Stock, or transfer or deliver from treasury additional shares of Economic Common Stock (including shares issued in respect of preferred stock or other debt or Equity Securitiesequity securities that are convertible into or exercised for shares of Common Stock), as applicablein each case, shall not be disregarded for purposes cash or other consideration (other than pursuant to Article XI of this Section 3.3(cAgreement). Except , then the Corporation shall contribute such consideration to the Company as otherwise determined a Capital Contribution and the Company shall issue a number of additional Class A Common Units to the Corporation that is equal to the number of shares of Economic Common Stock so issued, transferred or delivered, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Managing Member, in Delaware Act or any other applicable Law. (d) In the event PubCo issuesthe Corporation issues shares of preferred stock, transfers or delivers from treasury shares of preferred stock or repurchases or redeems Class A Shares in a transaction not contemplated in this Agreementshares of the Corporation’s preferred stock, the Managing Member, PubCo Company and the Company Corporation shall take undertake all actions actions, if requested or directed by the Manager, such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) Units in the Company which (in the good faith determination by the Manager) are in the aggregate substantially equivalent in all respects to the outstanding Units ownedshares of preferred stock of the Corporation so issued, directly transferred, delivered, repurchased or indirectlyredeemed. (e) The Company shall not undertake any subdivision (by any Class A Common Unit split, Class A Common Unit distribution, reclassification, recapitalization or similar event) or combination (by PubCo will equal on a one-for-one basis the number reverse Class A Common Unit split, reclassification, recapitalization or similar event) of outstanding Class A Common Units that is not accompanied by an identical reclassification, subdivision, combination or cancellation of outstanding shares of Economic Common Stock in order to maintain at all times a one-to-one ratio between (i) the number of Class A Common Units and (ii) the shares of Economic Common Stock, disregarding for such purpose, the Disregarded Shares, unless such reclassification, subdivision, combination or cancellation is necessary to maintain at all times a one-to-one ratio between the number of Class A Common Units and the shares of Economic Common Stock, disregarding for such purpose, the Disregarded Shares. (f) Notwithstanding anything in this Agreement to the contrary, the Company, and the Manager, for, in the name of and on behalf of the Company, shall only be permitted to issue additional Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02(c), this Section 3.03, Section 3.09 and Section 3.10. This Section 3.03(f) shall not restrict the Company from causing a Subsidiary of the Company to issue Equity Securities of such Subsidiary.

Maintenance of One-to-One Ratio. Except as otherwise determined by the Managing Member, the (a) The Company, the Managing Member and PubCo shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the UnitsCorporation, the Class A SharesManager, the Class V Shares, Members and any other any other Person that is a party to or is otherwise bound by this Agreement hereby acknowledges and agrees that it is the Series A Preferred Shares, as applicable, intention of this Article III to maintain at all times (i) a one-one- to-one ratio between the number of Series A Preferred Units owned by PubCo, directly or indirectly, and (i) the number of outstanding Series Class A Preferred Shares, Common Units and (ii) the “One-to-One Ratio”)number of outstanding shares of Economic Common Stock, disregarding, for purposes of maintaining the Onesuch one-to-One Ratioone ratio, (A) treasury stock or Unvested Corporate Shares, (B) treasury shares of the Corporation, (C) non-economic voting shares of the Corporation, such as shares of Class B Common Stock, and (D) shares of preferred stock or other debt or Equity Securities equity securities (including any corresponding warrants, options or rights) issued by the PubCo Corporation that are convertible into or exercisable or exchangeable for Class A Shares shares of Economic Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has have been contributed by PubCo the Corporation to the equity capital of the Company); provided thatCompany) (clauses (A), in each of the foregoing cases of clause (B), (C) and (D), collectively, the “Disregarded Shares”). In the event the Corporation issues shares of Economic Common Stock, transfers or delivers from treasury shares of Economic Common Stock or repurchases or redeems shares of Economic Common Stock, the Company and the Corporation shall undertake all necessary actions (including payments of appropriate consideration by the Corporation to the Company for the issuance to the Corporation of additional of Class A Shares Common Units), such that, after giving effect to all such issuances, transfers or deliveries, repurchases or redemptions, the number of outstanding Class A Common Units shall equal, on a one-for-one basis, the number of outstanding shares of Economic Common Stock, disregarding, for purposes of maintaining such one-to-one ratio, the Disregarded Shares. (b) In the event that the Corporation shall effect a reclassification, subdivision, combination or cancellation of outstanding shares of Economic Common Stock (including a subdivision effected by the Corporation declaring and paying a dividend of shares of Economic Common Stock on outstanding shares of Economic Common Stock), then the number of outstanding Class A Common Units shall automatically be reclassified, subdivided, combined or cancelled in connection with the conversionsame manner such that, exercise after giving effect to such reclassification, subdivision, combination or exchangecancellation, as applicablethe number of outstanding Class A Common Units shall equal, on a one-for-one basis, the number of outstanding shares of Economic Common Stock, disregarding for such purposes, the Disregarded Shares, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. (c) In the event that the Corporation shall issue additional shares of Economic Common Stock, or transfer or deliver from treasury additional shares of Economic Common Stock (including shares issued in respect of preferred stock or other debt or Equity Securitiesequity securities that are convertible into or exercised for shares of Common Stock), as applicablein each case, shall not be disregarded for purposes cash or other consideration (other than pursuant to Article XI of this Section 3.3(cAgreement). Except , then the Corporation shall contribute such consideration to the Company as otherwise determined a Capital Contribution and the Company shall issue a number of additional Class A Common Units to the Corporation that is equal to the number of shares of Economic Common Stock so issued, transferred or delivered, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Managing Member, in Delaware Act or any other applicable Law. (d) In the event PubCo issuesthe Corporation issues shares of preferred stock, transfers or delivers from treasury shares of preferred stock or repurchases or redeems Class A Shares in a transaction not contemplated in this Agreementshares of the Corporation’s preferred stock, the Managing Member, PubCo Company and the Company Corporation shall take undertake all actions actions, if requested or directed by the Manager, such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) Units in the Company which (in the good faith determination by the Manager) are in the aggregate substantially equivalent in all respects to the outstanding Units ownedshares of preferred stock of the Corporation so issued, directly transferred, delivered, repurchased or indirectlyredeemed. (e) The Company shall not undertake any subdivision (by any Class A Common Unit split, Class A Common Unit distribution, reclassification, recapitalization or similar event) or combination (by PubCo will equal on a one-for-one basis the number reverse Class A Common Unit split, reclassification, recapitalization or similar event) of outstanding Class A Common Units that is not accompanied by an identical reclassification, subdivision, combination or cancellation of outstanding shares of Economic Common Stock in order to maintain at all times a one-to-one ratio between (i) the number of Class A Common Units and (ii) the shares of Economic Common Stock, disregarding for such purpose, the Disregarded Shares, unless such reclassification, subdivision, combination or cancellation is necessary to maintain at all times a one-to-one ratio between the number of Class A Common Units and the shares of Economic Common Stock, disregarding for such purpose, the Disregarded Shares. (f) Notwithstanding anything in this Agreement to the contrary, the Company, and the Manager, for, in the name of and on behalf of the Company, shall only be permitted to issue additional Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02(c), this Section 3.03, Section 3.09 and Section 3.10. This Section 3.03(f) shall not restrict the Company from causing a Subsidiary of the Company to issue Equity Securities of such Subsidiary.