Common use of Notices of Ownership Clause in Contracts

Notices of Ownership. Commencing on the Registration Date and for so long as the Company shall Control, directly or indirectly, MEMX LLC: (a) Any Person that, either alone or together with its Related Persons, owns, directly or indirectly (whether by acquisition or by a change in the number of Units outstanding), of record or beneficially five percent (5%) or more of the then outstanding Units shall, immediately upon acquiring knowledge of its ownership of five percent (5%) or more of the then outstanding Units, give the Board written notice of such ownership, which notice shall state: (i) such Person’s full legal name; (ii) such Person’s title or status and the date on which such title or status was acquired; (iii) such Person’s (and its Related Person’s) approximate ownership interest of the Company; and (iv) whether such Person has the power, directly or indirectly, to direct the management or policies of the Company, whether through ownership of securities, by contract or otherwise, provided that no Member shall be required to provide notice to the Company pursuant to this Section 3.6(a) in connection with the execution of this Agreement. (b) Each Person required to provide written notice pursuant to Section 3.6(a) shall update such notice promptly after any change in the contents of that notice; provided that no updated notice pursuant to this Section 3.6(b) shall be required to be provided to the Board (i) in the event of an increase or decrease in the ownership percentage so reported of less than one percent (1%) of the then outstanding Units (such increase or decrease to be measured cumulatively from the amount shown on the last such notice), unless any increase or decrease of less than one percent (1%) results in such Person owning more than twenty percent (20%) or more than forty percent (40%) of the Units then outstanding (at a time when such Person previously owned less than such percentages) or such Person owning less than twenty percent (20%) or less than forty percent (40%) of the Units then outstanding (at a time when such Person previously owned more than such percentages); or (ii) in the event the Company issues additional Units or New Interests or takes any other action that dilutes the ownership of such Person, or acquires or redeems Units or takes any other action that increases the ownership of such Person, in each case without any change in the number of Units held by such Person. (c) The Board shall have the right to require any Person reasonably believed to be subject to and in violation of this Section 3.6 to provide the Company complete information as to all Units owned, directly or indirectly, of record or beneficially, by such Person and its Related Persons and as to any other factual matter relating to the applicability or effect of this Section 3.6 as may reasonably be requested of such Person.