Common use of PubCo Call Rights Clause in Contracts

PubCo Call Rights. Notwithstanding anything to the contrary contained in this Section 8.04, with respect to any Class A Exchange Notice, a Class A Exchanging Member shall be deemed to have offered to sell its Class A Exchanged Units as described in any Class A Exchange Notice directly to Pubco (rather than to the Company), and Pubco may, by delivery of a written notice to the Class A Exchanging Member no later than three (3) Business Days following the giving of a Class A Exchange Notice, in accordance with, and subject to the terms of, this Section 8.4(f) (such notice, a “Pubco Call Notice”), elect to purchase directly and acquire such Class A Exchanged Units on the Class A Exchange Date by paying to the Class A Exchanging Member (or such other Person specified in the Class A Exchange Notice) the Class A Exchanged Shares and/or Class A Cash Amount with respect to the Class A Exchanged Units, whereupon Pubco shall acquire the Class A Exchanged Units on the Class A Exchange Date and be treated for all purposes of this Agreement as the owner of such Class A Units. Except as otherwise provided in this Section 8.04(f), an exercise of the call right of Pubco set forth in this Section 8.04(f) shall be consummated pursuant to the same timeframe and in the same manner as the relevant Class A Exchange would have been consummated if Pubco had not given a Pubco Call Notice, in each case as relevant.

PubCo Call Rights. Notwithstanding anything to the contrary contained in this Section 8.04, with respect to any Class A Exchange Notice, a Class A Exchanging Member shall be deemed to have offered to sell its Class A Exchanged Units as described in any Class A Exchange Notice directly to Pubco (rather than to the Company), and Pubco may, by delivery of a written notice to the Class A Exchanging Member no later than three (3) Business Days following the giving of a Class A Exchange Notice, in accordance with, and subject to the terms of, this Section 8.4(f) (such notice, a “Pubco PubCo Call Notice”), elect to purchase directly and acquire such Class A Exchanged Units on the Class A Exchange Date by paying to the Class A Exchanging Member (or such other Person specified in the Class A Exchange Notice) the Class A Exchanged Shares and/or the Class A Cash Amount with respect to the Class A Exchanged Units, whereupon Pubco shall acquire the Class A Exchanged Units on the Class A Exchange Date and be treated for all purposes of this Agreement as the owner of such Class A Units. Except as otherwise provided in this Section 8.04(f), an exercise of the call right of Pubco set forth in this Section 8.04(f) shall be consummated pursuant to the same timeframe and in the same manner as the relevant Class A Exchange would have been consummated if Pubco had not given a Pubco Call Notice, in each case as relevant.

PubCo Call Rights. Notwithstanding anything to the contrary contained in this Section 8.044.6, with respect to any Class A Exchange Notice, a Class A an Exchanging Member shall be deemed to have offered to sell its Class A Exchanged Units as described in any Class A Exchange Notice directly to Pubco PubCo (rather than to the Company), and Pubco mayPubCo may (through the Redemption Election Committee), by delivery of a written notice to the Class A Exchanging Member no later than three five (35) Business Days following the giving of a Class A an Exchange Notice, in accordance with, and subject to the terms of, this Section 8.4(f(f)4.6(f) (such notice, a “Pubco PubCo Call Notice”), elect to purchase directly and acquire such Class A Exchanged Units on the Class A Exchange Date by paying to the Class A Exchanging Member (or such other Person specified in the Class A Exchange Notice) the Class A Exchanged Shares Stock Exchange Payment and/or Class A the Cash Amount with respect Exchange Payment (if permitted pursuant to the Class A Exchanged UnitsSection 4.6(a)(i) and Section 4.6(a)(ii)), whereupon Pubco PubCo shall acquire the Class A Exchanged Units on the Class A Exchange Date and be treated for all purposes of this LLC Agreement as the owner of such Class B Units, which shall either (A) automatically convert into Class A UnitsUnits upon being acquired by PubCo or (B) be redeemed in connection with a corresponding issuance of Class A Units to PubCo by the Company. Except as otherwise provided in this Section 8.04(f4.6(f), an exercise of the call right of Pubco set forth in this Section 8.04(f) PubCo Call Right shall be consummated pursuant to substantially the same timeframe and in substantially the same manner as the relevant Class A Exchange would have been consummated if Pubco PubCo had not given a Pubco PubCo Call Notice, in each case as relevant, including that Section 4.6(a)(ii) and Section 4.6(a)(iii) shall apply mutatis mutandis and that clauses (iv) and (vi) of Section 4.6(b) shall apply (notwithstanding that the other clauses thereof do not apply).

PubCo Call Rights. Notwithstanding anything to the contrary contained in this Section 8.044.6, with respect to any Class A Exchange Notice, a Class A an Exchanging Member shall be deemed to have offered to sell its Class A Exchanged Units as described in any Class A Exchange Notice directly to Pubco PubCo (rather than to the Company), and Pubco mayPubCo may (through the Redemption Election Committee), by delivery of a written notice to the Class A Exchanging Member no later than three five (35) Business Days following the giving of a Class A an Exchange Notice, in accordance with, and subject to the terms of, this Section 8.4(f4.6(f) (such notice, a “Pubco PubCo Call Notice”), elect to purchase directly and acquire such Class A Exchanged Units on the Class A Exchange Date by paying to the Class A Exchanging Member (or such other Person specified in the Class A Exchange Notice) the Class A Exchanged Shares Stock Exchange Payment and/or Class A the Cash Amount with respect Exchange Payment (if permitted pursuant to the Class A Exchanged UnitsSection 4.6(a)(i) and Section 4.6(a)(ii)), whereupon Pubco PubCo shall acquire the Class A Exchanged Units on the Class A Exchange Date and be treated for all purposes of this LLC Agreement as the owner of such Class B Units, which shall either (A) automatically convert into Class A UnitsUnits upon being acquired by PubCo or (B) be redeemed in connection with a corresponding issuance of Class A Units to PubCo by the Company. Except as otherwise provided in this Section 8.04(f4.6(f), an exercise of the call right of Pubco set forth in this Section 8.04(f) PubCo Call Right shall be consummated pursuant to substantially the same timeframe and in substantially the same manner as the relevant Class A Exchange would have been consummated if Pubco PubCo had not given a Pubco PubCo Call Notice, in each case as relevant, including that Section 4.6(a)(ii) and Section 4.6(a)(iii) shall apply mutatis mutandis and that clauses (iv) and (vi) of Section 4.6(b) shall apply (notwithstanding that the other clauses thereof do not apply).