Common use of Mandatory Exchanges Clause in Contracts

Mandatory Exchanges. (i) The Corporation shall have the right to require each Company Unitholder to Exchange all of such Company Unitholder’s Company Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Rate (or, at the election of the Corporation pursuant to clause (II) of Section 2.1(b)(ii) below, a rate equal to 110% of the Exchange Rate) under any of the following circumstances: (A) in connection with a Change of Control, (B) from or after the time when no Member (other than the Corporation) holds a number of outstanding Class A Units greater than three percent (3%) of the number of Class A Units outstanding immediately following the closing of the IPO (as defined in the LLC Agreement) and related purchase of Class A Units by the Corporation with the proceeds therefrom, and (C) with respect to any Employee Member (as defined in the LLC Agreement) or Management Member (as defined in the LLC Agreement), at any time after (whether prior to or after the IPO) such Person ceases to be employed by, or otherwise engaged to provide services to, the Corporation, the Company or the Subsidiaries for any reason (including because of death or disability), provided that, for the avoidance of doubt, with respect to foregoing clause (C), a Member shall not be required to Exchange any unvested Company Units or Company Units that are required to be forfeited, canceled or returned to the Company pursuant to the Equity Incentive Plans (as defined in the LLC Agreement) or any other agreement to which such Member is a party. (ii) Notwithstanding anything to the contrary in the foregoing clause (i), a Company Unitholder shall not be required to Exchange such Company Unitholder’s Company Units and shares of Class B Common Stock pursuant to clause (A) or clause (B) of the foregoing clause (i) unless (I) the sum of the amount of (x) if applicable, cash to be received by such Member as consideration in any Change of Control with respect to shares of Class A Common Stock for which such Company Unitholder’s Company Units are to be Exchanged, (y) the after-tax benefit to the Company Unitholder of all cash amounts payable to such Member under the Tax Receivable Agreement, and (z) any cash advance made to such Member by the Company or the Corporation for the purpose of paying such Member’s tax liability attributable to the Exchange (which advance may, by its terms, require that it be repaid in full upon the sale by such Member of the rights or securities received by such Member in the Exchange), in each case within sixty (60) days of the Change of Control, is sufficient to pay such Member’s tax liability (taking into account any withholding) attributable to the Exchange, or (II) in the case of clause (B) of the foregoing clause (i), the Corporation elects to Exchange all of such Company Unitholder’s Company Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by a rate equal to 110% of the Exchange Rate. The election of the Corporation pursuant to clause (II) of the preceding sentence shall be at the sole discretion of the Corporation upon the approval thereof by a majority of the directors of the Corporation that do not have an interest in the Company Units being Exchanged, and such election may be made with respect to Exchanges by certain Company Unitholders without being made with respect to Exchanges by other Company Unitholders. For purposes of this provision, securities that are received in a Change of Control with respect to the Class A Units or the shares of Class A Common Stock for which they are exchanged and which may be sold into the public market without restriction as to timing or volume (including, without limitation, restrictions as a result of securities laws or applicable xxxxxxx xxxxxxx policies or blackout periods) by a Member as the holder of such securities immediately following the Change of Control shall be deemed to be cash consideration received by such Member. For purposes of this provision, the “after-tax benefit” of a payment to a Person means (i) the amount of such payment, minus (ii) the federal, state, and local income tax liability of such Person resulting from that Person’s receipt of (or entitlement to receive) such payment, which income tax liability will be determined by the Corporation in good faith by assuming the receipt of such payment is fully taxable to the recipient (without any offsets of any tax attributes), taking into account the identity of the recipient and the character of the income resulting from such payment. (iii) The Corporation shall exercise its right to require an Exchange of Company Units as set forth in Section 2.1(b)(i) by delivering to the Company Unitholder written notice of such election and the date the Exchange shall be deemed to occur, which date may not be earlier than the date of such written notice (the “Mandatory Exchange Date”), provided that with respect to any Change of Control, such date may be described as immediately prior to the occurrence of a Change of Control and the Corporation shall use commercially reasonable efforts to provide such notice at least ten (10) calendar days before the proposed date upon which the contemplated Change of Control is to be effected. From and after the Mandatory Exchange Date, (x) the Company Units shall be deemed to be transferred to the Corporation on the Mandatory Exchange Date, (y) the Company Unitholder shall cease to have any rights with respect to the Company Units other than the right to receive shares of Class A Common Stock pursuant to Section 2.1(b)(i) upon compliance with its obligations under Section 2.1(b)(iv) and (z) all shares of Class B Common Stock held of record by such Company Unitholder shall automatically be deemed cancelled without any action on the part of any Person. (iv) On or prior to the Mandatory Exchange Date (or if less than ten (10) calendar days’ notice of the Mandatory Exchange Date is given, within five (5) Business Days of such notice), the Company Unitholder shall deliver during normal business hours at the principal executive offices of the Corporation: (A) an Exchange Notice, duly executed by such Company Unitholder, (B) any certificates representing all Company Units held by the Company Unitholder, (C) all stock certificates representing all shares of Class B Common Stock issued to the Company Unitholder according to the books and records of the Corporation and (D) if the Corporation or the Company requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Company Unitholder that it is unable to provide such certification.

Mandatory Exchanges. (i) The Corporation Public Offering Entity shall have the right to require each Company Class A Unitholder to Exchange all of such Company Class A Unitholder’s Company Combined Units and shares of Class B Common Stock in consideration for accordance with the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Rate (or, at the election of the Corporation pursuant to clause (II) provisions of Section 2.1(b)(ii) below9.9(a), a rate equal to 110% mutatis mutandis, upon the occurrence of the Exchange Rate) under any of the following circumstances: (A) in connection with a Change of Control, (B) from or after the time when no Member (other than the Corporation) holds a number of outstanding Class A Units greater than three percent (3%) of the number of Class A Units outstanding immediately following the closing of the IPO (as defined in the LLC Agreement) and related purchase of Class A Units by the Corporation with the proceeds therefrom, and (C) with respect to any Employee Member (as defined in the LLC Agreement) or Management Member (as defined in the LLC Agreement), at any time after (whether prior to or after the IPO) such Person ceases to be employed by, or otherwise engaged to provide services to, the Corporation, the Company or the Subsidiaries for any reason (including because of death or disability), provided that, for the avoidance of doubt, with respect to foregoing clause (C), a Member shall not be required to Exchange any unvested Company Units or Company Units that are required to be forfeited, canceled or returned to the Company pursuant to the Equity Incentive Plans (as defined in the LLC Agreement) or any other agreement to which such Member is a party. (ii) Notwithstanding anything to the contrary in the foregoing clause (iSection 9.9(b)(i), a Company Class A Unitholder shall not be required to Exchange such Company Class A Unitholder’s Company Combined Units and shares of Class B Common Stock pursuant to clause (A) or clause (B) of the foregoing clause (iSection 9.9(b)(i) unless (I) the sum of the amount of (xA) if applicable, cash to be received by such Member (if applicable) as consideration in any Change of Control with respect to shares of Class A Common Stock for which such Company Class A Unitholder’s Company Combined Units are to be Exchanged, (y) the after-tax benefit to the Company Unitholder of all cash amounts payable to such Member under the Tax Receivable Agreement, Exchanged and (zB) any cash advance made to such Member (if applicable) by the Company or the Corporation Public Offering Entity for the purpose of paying such Member’s tax liability attributable to the Exchange (which advance may, by its terms, require that it be repaid in full upon the sale by such Member of the rights or securities received by such Member in the Exchange), in each case within sixty (60) days of the Change of Control, is sufficient to pay such Member’s tax liability (taking into account any withholding) attributable to the Exchange, or (II) in the case of clause (B) of the foregoing clause (i), the Corporation elects to Exchange all of such Company Unitholder’s Company Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by a rate equal to 110% of the Exchange Rate. The election of the Corporation pursuant to clause (II) of the preceding sentence shall be at the sole discretion of the Corporation upon the approval thereof by a majority of the directors of the Corporation that do not have an interest in the Company Units being Exchanged, and such election may be made with respect to Exchanges by certain Company Unitholders without being made with respect to Exchanges by other Company Unitholders. For purposes of this provisionSection 9.9(b)(ii), securities that are received by a Unitholder in a Change of Control with respect to the Class A Common Units or the shares of Class A Common Stock for which they are exchanged Exchanged and which that may be sold into the public market without restriction as to timing timing, volume or volume manner of sale (including, without limitation, restrictions as a result of securities laws or applicable xxxxxxx xxxxxxx policies or blackout periods) by a Member such Unitholder as the holder of such securities immediately following the Change of Control shall be deemed to be cash consideration received by such Member. For purposes of this provision, the “after-tax benefit” of a payment to a Person means (i) the amount of such payment, minus (ii) the federal, state, and local income tax liability of such Person resulting from that Person’s receipt of (or entitlement to receive) such payment, which income tax liability will be determined by the Corporation in good faith by assuming the receipt of such payment is fully taxable to the recipient (without any offsets of any tax attributes), taking into account the identity of the recipient and the character of the income resulting from such paymentUnitholder. (iii) The Corporation Public Offering Entity shall exercise its right to require an Exchange of Company Combined Units as set forth in Section 2.1(b)(i9.9(b)(i) by delivering to the Company Class A Unitholder written notice of such election mandatory Exchange (a “Mandatory Exchange Notice”) and the date the Exchange shall be deemed to occuroccur (the “Mandatory Exchange Date”), which date may not be earlier than the date of such written notice (the “Mandatory Exchange Date”)notice; provided, provided that with respect to any Change of Control, such date may be described as immediately prior to the occurrence of a the Change of Control Control, and the Corporation Public Offering Entity shall use commercially reasonable best efforts to provide such notice to all Class A Unitholders at least ten (10) calendar days before the proposed date upon which the contemplated Change of Control is to be effected. From and after the Mandatory Exchange Date, (x) the Company Combined Units shall be deemed to be have been transferred to the Corporation Company or Public Offering Entity, as applicable, on the Mandatory Exchange Date, (y) in the Company case of a Share Settlement, the Class A Unitholder shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Class A Unitholder in respect of such Exchange on the Mandatory Exchange Date, and (z) the Class A Unitholder shall cease to have any rights with respect to the Company Combined Units other than the right to receive shares of Class A Common Stock or cash pursuant to Section 2.1(b)(i9.9(b)(i) upon compliance with its obligations under Section 2.1(b)(iv) and (z) all shares of Class B Common Stock held of record by such Company Unitholder shall automatically be deemed cancelled without any action on the part of any Person9.9(b)(iv). (iv) On or prior to the Mandatory Exchange Date (or if less than ten (10) calendar days’ notice of the Mandatory Exchange Date is given, within five (5) Business Days of such notice), the Company Class A Unitholder shall deliver during normal business hours at the principal executive offices of the CorporationPublic Offering Entity: (A) an acknowledgement of the Mandatory Exchange NoticeNotice (a “Mandatory Exchange Acknowledgement”), duly executed by such Company Class A Unitholder, (B) any certificates certificate(s) representing all Company Combined Units held by the Company Unitholder, Class A Unitholder to be Exchanged on the Mandatory Exchange Date (C) all including any certificates representing the underlying Class A Common Units and any stock certificates representing all the underlying shares of Class B Common Stock or Class C Common Stock, as applicable, in each case issued to the Company such Class A Unitholder according to the books and records of the Corporation Company and the Public Offering Entity, as applicable); provided, that if any such certificate has been lost, then the exchanging Class A Unitholder may deliver, in lieu of such certificate, an affidavit of lost certificate, and (DC) if the Corporation Public Offering Entity or the Company requires the delivery of the certification contemplated by Section 2.4(b9.12(b), such certification or written notice from such Company Class A Unitholder that it is unable to provide such certification.

Mandatory Exchanges. (i) The Corporation shall have the right to require each Company Class A Unitholder to Exchange all of such Company Class A Unitholder’s Company Combined Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Class A Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Combined Units surrendered multiplied by the Exchange Rate (or, at upon the election occurrence of the Corporation pursuant to clause (II) of Section 2.1(b)(ii) below, a rate equal to 110% of the Exchange Rate) under any of the following circumstances: (A) in connection with a Change of Control, (B) from or after the time when no Member (other than the Corporation) holds a number of outstanding Class A Units greater than three percent (3%) of the number of Class A Units outstanding immediately following the closing of the IPO (as defined in the LLC Agreement) and related purchase of Class A Units by the Corporation with the proceeds therefrom, and (C) with respect to any Employee Member (as defined in the LLC Agreement) or Management Member (as defined in the LLC Agreement), at any time after (whether prior to or after the IPO) such Person ceases to be employed by, or otherwise engaged to provide services to, the Corporation, the Company or the Subsidiaries for any reason (including because of death or disability), provided that, for the avoidance of doubt, with respect to foregoing clause (C), a Member shall not be required to Exchange any unvested Company Units or Company Units that are required to be forfeited, canceled or returned to the Company pursuant to the Equity Incentive Plans (as defined in the LLC Agreement) or any other agreement to which such Member is a party. (ii) Notwithstanding anything to the contrary in the foregoing clause (i), a Company Class A Unitholder shall not be required to Exchange such Company Class A Unitholder’s Company Combined Units and shares of Class B Common Stock pursuant to clause (A) or clause (B) of the foregoing clause (iSection 9.9(b)(i) unless (I) the sum of the amount of (xA) if applicable, cash to be received by such Member (if applicable) as consideration in any Change of Control with respect to shares of Class A Common Stock for which such Company Class A Unitholder’s Company Combined Units are to be Exchanged, (y) the after-tax benefit to the Company Unitholder of all cash amounts payable to such Member under the Tax Receivable Agreement, Exchanged and (zB) any cash advance made to such Member (if applicable) by the Company or the Corporation for the purpose of paying such Member’s tax liability attributable to the Exchange (which advance may, by its terms, require that it be repaid in full upon the sale by such Member of the rights or securities received by such Member in the Exchange), in each case within sixty (60) days of the Change of Control, is sufficient to pay such Member’s tax liability (taking into account any withholding) attributable to the Exchange, or (II) in the case of clause (B) of the foregoing clause (i), the Corporation elects to Exchange all of such Company Unitholder’s Company Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by a rate equal to 110% of the Exchange Rate. The election of the Corporation pursuant to clause (II) of the preceding sentence shall be at the sole discretion of the Corporation upon the approval thereof by a majority of the directors of the Corporation that do not have an interest in the Company Units being Exchanged, and such election may be made with respect to Exchanges by certain Company Unitholders without being made with respect to Exchanges by other Company Unitholders. For purposes of this provisionSection 9.9(b)(ii), securities that are received by a Unitholder in a Change of Control with respect to the Class A Common Units or the shares of Class A Common Stock for which they are exchanged Exchanged and which that may be sold into the public market without restriction as to timing timing, volume or volume manner of sale (including, without limitation, restrictions as a result of securities laws or applicable xxxxxxx xxxxxxx policies or blackout periods) by a Member such Unitholder as the holder of such securities immediately following the Change of Control shall be deemed to be cash consideration received by such Member. For purposes of this provision, the “after-tax benefit” of a payment to a Person means (i) the amount of such payment, minus (ii) the federal, state, and local income tax liability of such Person resulting from that Person’s receipt of (or entitlement to receive) such payment, which income tax liability will be determined by the Corporation in good faith by assuming the receipt of such payment is fully taxable to the recipient (without any offsets of any tax attributes), taking into account the identity of the recipient and the character of the income resulting from such paymentUnitholder. (iii) The Corporation shall exercise its right to require an Exchange of Company Combined Units as set forth in Section 2.1(b)(i9.9(b)(i) by delivering to the Company Class A Unitholder written notice of such election mandatory Exchange (a “Mandatory Exchange Notice”) and the date the Exchange shall be deemed to occur, which date may not be earlier than the date of such written notice (the “Mandatory Exchange Date”), provided that with respect to any Change of Control, such date may be described as immediately prior to the occurrence of a the Change of Control and the Corporation shall use commercially reasonable best efforts to provide such notice to all Class A Unitholders at least ten (10) calendar days before the proposed date upon which the contemplated Change of Control is to be effected. From and after the Mandatory Exchange Date, (x) the Company Combined Units shall be deemed to be have been transferred to the Corporation on the Mandatory Exchange Date, (y) the Company Class A Unitholder shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Class A Unitholder in respect of such Exchange on the Mandatory Exchange Date, and (z) the Class A Unitholder shall cease to have any rights with respect to the Company Combined Units other than the right to receive shares of Class A Common Stock pursuant to Section 2.1(b)(i9.9(b)(i) upon compliance with its obligations under Section 2.1(b)(iv) and (z) all shares of Class B Common Stock held of record by such Company Unitholder shall automatically be deemed cancelled without any action on the part of any Person9.9(b)(iv). (iv) On or prior to the Mandatory Exchange Date (or if less than ten (10) calendar days’ notice of the Mandatory Exchange Date is given, within five (5) Business Days of such notice), the Company Class A Unitholder shall deliver during normal business hours at the principal executive offices of the Corporation: (A) an acknowledgement of the Mandatory Exchange NoticeNotice (a “Mandatory Exchange Acknowledgement”), duly executed by such Company Class A Unitholder, (B) any certificates representing all Company Combined Units held by the Company Unitholder, Class A Unitholder to be Exchanged on the Mandatory Exchange Date (C) all including any certificates representing the underlying Class A Common Units and any stock certificates representing all the underlying shares of Class B Common Stock Stock, in each case issued to the Company such Class A Unitholder according to the books and records of the Corporation Company and the Corporation, as applicable), provided that if any such certificate has been lost, the exchanging Class A Unitholder may deliver, in lieu of such certificate, an affidavit of lost certificate, and (DB) if the Corporation or the Company requires the delivery of the certification contemplated by Section 2.4(b9.12(b), such certification or written notice from such Company Class A Unitholder that it is unable to provide such certification.