Common use of Pubco Distributions Clause in Contracts

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b), the Managing Member, in its sole discretion, may authorize that (i) cash be paid to Pubco (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares of Class A Common Stock or Class B Common Stock in accordance with Section 4.02(b), and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco are related to its role as the Managing Member or the business and affairs of Pubco that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco to pay (w) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stock, to the extent the proceeds are used or will be used by Pubco to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of Pubco), (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, Pubco, (y) fees and expenses (including any underwriters discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by the board of directors of Pubco and (z) other fees and expenses in connection with the maintenance of the existence of Pubco (including any costs or expenses associated with being a public company listed on a national securities exchange). For the avoidance of doubt, distributions made under this Section 5.03(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock and must be used solely for one of the express purposes set forth under clause (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b), the Managing Member, in its sole discretion, may authorize that (i) cash be paid to Pubco (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Nonvoting Common Units held by Pubco to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares of Class A Common Stock or Class B Common Stock in accordance with Section 4.02(b), and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco are related to its role as the Managing Member or the business and affairs of Pubco that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco to pay (w) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stock, to the extent the proceeds are used or will be used by Pubco to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements Agreement and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of Pubco), (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, Pubco, (y) fees and expenses (including any underwriters discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by the board of directors of Pubco and (z) other fees and expenses in connection with the maintenance of the existence of Pubco (including any costs or expenses associated with being a public company listed on a national securities exchange). For the avoidance of doubt, distributions made under this Section 5.03(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock and must be used solely for one of the express purposes set forth under clause (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b), the Managing Member, in its sole discretion, may authorize that (i) cash be paid to Pubco PubCo (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco PubCo to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares corresponding Equity Securities of Class A Common Stock or Class B Common Stock PubCo in accordance with Section 4.02(b)Article IV, and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco PubCo are related to its role as the Managing Member or the business and affairs of Pubco PubCo that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco PubCo (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco PubCo to pay (w) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stockPubCo, to the extent the proceeds are used or will be used by Pubco PubCo to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of PubcoPubCo and any amounts that PubCo is required to pay pursuant to the Tax Receivables Agreement), (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, PubcoPubCo, (y) fees and expenses (including any underwriters underwriters’ discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by PubCo, as the board of directors of Pubco Managing Member and (z) other fees and expenses in connection with the maintenance of the existence of Pubco (including any costs or expenses associated with being a public company listed on a national securities exchange)PubCo. For the avoidance of doubt, distributions made under this Section 5.03(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock common stock of PubCo and must be used solely for one of the express purposes set forth under clause (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b5.02(b), the Managing Member, in its sole discretion, may authorize that (i) cash be paid to Pubco PubCo (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco PubCo to the extent that such cash payment is used by PubCo to redeem, make a corresponding repurchase or otherwise acquire an equal number of shares Equity Securities of Class A Common Stock or Class B Common Stock PubCo in accordance with Section 4.02(b)) of the OpCo LLC Agreement, and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco Manager are related to its role as the Managing Member or the business and affairs of Pubco Manager that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco Manager (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco Manager to pay (w) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stockManager, to the extent the proceeds are used or will be used by Pubco Manager to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of Pubco)expenses, (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, PubcoManager, (y) fees and expenses (including any underwriters underwriters’ discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by the board of directors of Pubco and Managing Member or (z) other fees and expenses in connection with the maintenance of the existence of Pubco Manager. In addition, the Company shall distribute cash to PubCo (including which payment shall be made without pro rata distributions to the other Members) in amounts necessary for PubCo to pay any income Tax liabilities of PubCo attributable to the operations of the Company or its Subsidiaries or PubCo’s ownership of the Company and its Subsidiaries, any obligations of PubCo in connection with the Tax Receivable Agreement, and any costs or and expenses associated incidental thereto. Without limiting the generality of the previous sentence, to the extent of available cash (taking into account the Company’s liabilities), the Company shall promptly distribute to PubCo (which payment shall be made without pro rata distributions to the other Members) any and all distributions that the Company receives pursuant to Section 5.03(e) of the OpCo LLC Agreement from OpCo, except that the Company shall retain (and not pay to PubCo pursuant to this sentence) any amounts required to allow the Company to meet its payment obligations to the Members in connection with being a public company listed on a national securities exchange)the Restructuring transactions pursuant to which the Company acquired such OpCo Common Units in accordance with Section 3.2(c) of the respective Company Merger Agreements. For the avoidance of doubt, distributions made under clauses (i) and (ii) of this Section 5.03(c5.02(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock common stock of PubCo and must be used solely for one of the express purposes set forth under clause clauses (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b6.1(a), after the Managing MemberEffective Date, in its sole discretion, may the Board shall authorize that (i) cash be paid to Pubco (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares of Class A Common Stock or Class B Common Stock in accordance with Section 4.02(b), and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco are related to its role as the Managing Member or the business and affairs of Pubco that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco any Member that is a wholly owned subsidiary of PubCo (which distributions shall be made without pro rata distributions to the other Members) (each such distribution, a “PubCo Distribution”), without duplication of any reimbursements actually paid to PubCo and its wholly-owned Subsidiaries, in amounts required for Pubco PubCo or any of its wholly-owned Subsidiaries to pay (wi) the operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stock, relating to the extent business or affairs of the proceeds are used Company or will be used by Pubco to pay expenses or other obligations described in this clause any of its Subsidiaries, (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments by PubCo representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements and payments pursuant to any Agreement, (iii) legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of Pubco)PubCo or such Subsidiary, (xiv) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, PubcoPubCo which relate to the business or affairs of the Company or any of its Subsidiaries or actions taken by PubCo to the extent related to being a public company, (yv) fees and expenses (including any underwriters underwriting discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by the board PubCo Board principally for the benefit of directors of Pubco the Company and its Subsidiaries, and (zvi) other fees and expenses in connection with the maintenance of the existence and operation of Pubco PubCo (including any costs or expenses associated with being a public company listed on a national securities exchangeexchange (such as public reporting obligations, proxy statements, stockholder meetings, compensation and meeting costs of any board of directors or similar body, any salary, bonus, incentive compensation and other amounts paid to any Manager to perform services for the Company, stock exchange fees, transfer agent fees, SEC and FINRA filing fees and offering expenses). For the avoidance of doubt, distributions made under this Section 5.03(c6.1(c) may not be used to pay or facilitate dividends or distributions on the Pubco PubCo Common Stock or any other equity securities of PubCo or any of its Subsidiaries and must be used solely for one of the express purposes set forth under clause clauses (i) or through (iivi) of the immediately preceding sentence. Reimbursements pursuant to this Section 6.1(c) shall be in addition to any reimbursement to PubCo as a result of indemnification pursuant to Section 7.5(a).

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b), the Managing Member, in its sole discretion, may authorize that (i) cash be paid to Pubco PubCo (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco PubCo to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares corresponding Equity Securities of Class A Common Stock or Class B Common Stock PubCo in accordance with Section 4.02(b), and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco PubCo are related to its role as the Managing Member or the business and affairs of Pubco PubCo that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco PubCo (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco PubCo to pay (w) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stockPubCo, to the extent the proceeds are used or will be used by Pubco PubCo to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of Pubco)expenses, (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, PubcoPubCo, (y) fees and expenses (including any underwriters underwriters’ discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by PubCo, as the board of directors of Pubco Managing Member and (z) other fees and expenses in connection with the maintenance of the existence of Pubco (including any costs or expenses associated with being a public company listed on a national securities exchange)PubCo. For the avoidance of doubt, notwithstanding the foregoing, distributions made under this Section 5.03(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock common stock of PubCo or to fund PubCo’s payment of income Tax liabilities or obligations under the Tax Receivable Agreement, and must be used solely for one of the express purposes set forth under clause (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b), (i) the Managing MemberMember may, in its sole discretion, may authorize that (i) cash be paid to Pubco PubCo (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco PubCo to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares corresponding Equity Securities of Class A Common Stock or Class B Common Stock PubCo (in accordance with Section 4.02(b)), and (ii) to the extent that the Managing Member determines in good faith that expenses or other obligations of Pubco PubCo are related to its role as the Managing Member or the business and affairs of Pubco PubCo that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may shall be made to Pubco PubCo (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco PubCo to pay (w) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stockPubCo, to the extent the proceeds are used or will be used by Pubco PubCo to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of Pubco)expenses, (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, Pubco, PubCo; (y) fees and expenses (including any underwriters underwriters’ discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by PubCo as the board of directors of Pubco Managing Member and (z) other fees and expenses in connection with the maintenance of the existence of Pubco (including any costs or expenses associated with being a public company listed on a national securities exchange)PubCo. For the avoidance of doubt, notwithstanding the foregoing, distributions made under this Section 5.03(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock common stock of PubCo or to pay liabilities that are required to be borne by PubCo pursuant to the terms of the WWE Transaction Agreement and must be used solely for one of the express purposes set forth under clause (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b4.1(b), the Managing Member, in its sole discretion, may authorize that (i) cash be paid to Pubco (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares of Class A Common Stock or Class B Common Stock in accordance with Section 4.02(b7.2(b), and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco are related to its role as the Managing Member or the business and affairs of Pubco that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco to pay (wA) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness of Pubco or the Company Group and preferred stock, to the extent the proceeds are used or will be used by Pubco to pay expenses or other obligations described in this clause (ii) (in either case (without limiting the Company’s obligations under Section 7.1) only to the extent economically equivalent Indebtedness of the Company Group or Equity Securities equity securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the a Tax Receivable Agreements Agreement and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any income tax liabilities of Pubco), (xB) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, PubcoPubco or its directors or officers, (yC) fees and expenses (including any underwriters discounts and commissions) related to any securities offering, loan agreement, investment or acquisition transaction (whether or not successful) authorized by the board of directors of Pubco (including any (I) underwriters discounts or commissions, (II) commitment, arrangement, syndicate, facility, upfront, closing, ticking, escrow, agency, breakage or similar fees, and (zIII) interest or dividend expense for escrowed securities), (D) the amounts needed by Pubco to satisfy its obligations under the Purchase Agreements to the extent that the amounts received by Pubco upon the exercise of the underwriters’ overallotment option in the IPO are not sufficient and (E) other fees and expenses in connection with the maintenance of the existence of Pubco (including any costs or expenses associated with being a public company listed on a national securities exchange). For the avoidance of doubt, distributions made under this Section 5.03(c4.1(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock and must be used solely for one of the express purposes set forth under clause (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b), the Managing Member, in its sole discretion, may authorize that (i) cash be paid to Pubco (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares of Class A Common Stock or Class B Common Stock in accordance with Section 4.02(b), and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco are related to its role as the Managing Member or the business and affairs of Pubco that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco to pay (w) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stock, to the extent the proceeds are used or will be used by Pubco to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of Pubco), (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, Pubco, (y) fees and expenses (including any underwriters discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by the board of directors of Pubco and (z) other fees and expenses in connection with the maintenance of the existence of Pubco (including any costs or expenses associated with being a public company listed on a national securities exchange). For the avoidance of doubt, distributions made under this Section 5.03(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock and must be used solely for one of the express purposes set forth under clause (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b4.1(b), the Managing Member, in its sole discretion, may authorize that (i) cash be paid to Pubco (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares of Class A Common Stock or Class B Common Stock in accordance with Section 4.02(b7.2(b), and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco are related to its role as the Managing Member or the business and affairs of Pubco that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco to pay (wA) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness of Pubco or the Company Group and preferred stock, to the extent the proceeds are used or will be used by Pubco to pay expenses or DOCPROPERTY "Keywords" \* MERGEFORMAT Doc#: US1:14553674v14 other obligations described in this clause (ii) (in either case (without limiting the Company’s obligations under Section 7.1) only to the extent economically equivalent Indebtedness of the Company Group or Equity Securities equity securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the a Tax Receivable Agreements Agreement and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any income tax liabilities of Pubco), (xB) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, PubcoPubco or its directors or officers, (yC) fees and expenses (including any underwriters discounts and commissions) related to any securities offering, loan agreement, investment or acquisition transaction (whether or not successful) authorized by the board of directors of Pubco (including any (I) underwriters discounts or commissions, (II) commitment, arrangement, syndicate, facility, upfront, closing, ticking, escrow, agency, breakage or similar fees, and (zIII) interest or dividend expense for escrowed securities), (D) the amounts needed by Pubco to satisfy its obligations under the Purchase Agreements to the extent that the amounts received by Pubco upon the exercise of the underwriters’ overallotment option in the IPO are not sufficient and (E) other fees and expenses in connection with the maintenance of the existence of Pubco (including any costs or expenses associated with being a public company listed on a national securities exchange). For the avoidance of doubt, distributions made under this Section 5.03(c4.1(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock and must be used solely for one of the express purposes set forth under clause (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b), the Managing MemberManager, in its sole discretion, may authorize that (i) cash be paid to Pubco PubCo (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco PubCo to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares corresponding Equity Securities of Class A Common Stock or Class B Common Stock PubCo in accordance with Section 4.02(b), and (ii) to the extent that the Managing Member Manager determines that expenses or other obligations of Pubco PubCo are related to its role as the Managing Member Manager or the business and affairs of Pubco PubCo that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco PubCo (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco PubCo to pay (w) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stockPubCo, to the extent the proceeds are used or will be used by Pubco PubCo to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of Pubco)expenses, (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, PubcoPubCo, (y) fees and expenses (including any underwriters underwriters’ discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by PubCo, as the board of directors of Pubco Manager and (z) other fees and expenses in connection with the maintenance of the existence of Pubco (including any costs or expenses associated with being a public company listed on a national securities exchange)PubCo. For the avoidance of doubt, notwithstanding the foregoing, distributions made under this Section 5.03(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock common stock of PubCo or to fund PubCo’s payment of income Tax liabilities or obligations under the Tax Receivable Agreement, and must be used solely for one of the express purposes set forth under clause (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b), the Managing Member, in its sole discretion, may authorize that (i) cash be paid to Pubco PubCo (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco PubCo to the extent that such cash payment is used by PubCo to redeem, make a corresponding repurchase or otherwise acquire an equal number of shares Equity Securities of Class A Common Stock or Class B Common Stock PubCo in accordance with Section 4.02(b)) of the OpCo LLC Agreement, and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco Manager are related to its role as the Managing Member or the business and affairs of Pubco Manager that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco Manager (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco Manager to pay (w) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stockManager, to the extent the proceeds are used or will be used by Pubco Manager to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of Pubco)expenses, (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, PubcoManager, (y) fees and expenses (including any underwriters underwriters’ discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by the board of directors of Pubco and Managing Member (z) other fees and expenses in connection with the maintenance of the existence of Pubco Manager. In addition, the Company shall distribute cash to PubCo (including which payment shall be made without pro rata distributions to the other Members) in amounts necessary for PubCo to pay any income Tax liabilities of PubCo attributable to the operations of the Company or its Subsidiaries or PubCo’s ownership of the Company and its Subsidiaries, any obligations of PubCo in connection with the Tax Receivable Agreement, and any costs or and expenses associated incidental thereto. Without limiting the generality of the previous sentence, to the extent of available cash (taking into account the Company’s liabilities), the Company shall promptly distribute to PubCo (which payment shall be made without pro rata distributions to the other Members) any and all distributions that the Company receives pursuant to Section 5.03(e) of the OpCo LLC Agreement from OpCo, except that the Company shall retain (and not pay to PubCo pursuant to this sentence) any amounts required to allow the Company to meet its payment obligations to the Members in connection with being a public company listed on a national securities exchange)the Restructuring transactions pursuant to which the Company acquired such OpCo Common Units in accordance with Section 3.2(c) of the respective Company Merger Agreements. For the avoidance of doubt, distributions made under clauses (i) and (ii) of this Section 5.03(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock common stock of PubCo and must be used solely for one of the express purposes set forth under clause clauses (i) or (ii) of the immediately preceding sentence.

Pubco Distributions. Notwithstanding the provisions of Section 5.03(b), the Managing Member, in its sole discretion, may authorize that (i) cash be paid to Pubco (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Pubco to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares of Class A Common Stock or Class B Common Stock in accordance with Section 4.02(b), and (ii) to the extent that the Managing Member determines that expenses or other obligations of Pubco are related to its role as the Managing Member or the business and affairs of Pubco that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the avoidance of doubt, only cash) distributions may be made to Pubco (which distributions shall be made without pro rata distributions to the other Members) in amounts required for Pubco to pay (w) operating, administrative and other similar costs incurred by Pubco, including payments in respect of Indebtedness and preferred stock, to the extent the proceeds are used or will be used by Pubco to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Pubco), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreements and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of Pubco)expenses, (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, Pubco, (y) fees and expenses (including any underwriters discounts and commissions) related to any securities offeringan offering of securities, investment the issuance or incurrence of indebtedness or an acquisition transaction by Pubco or any direct or indirect subsidiary thereof (whether or not successful) authorized (including any (I) underwriters discounts or commissions, (II) commitment, arrangement, syndicate, facility, upfront, closing, ticking, escrow, agency, breakage or similar fees, and (III) interest and dividend expense related to escrowed securities or indebtedness that will be assumed by the board Company or any of directors its subsidiaries upon the occurrence of Pubco specified events (prior to the assumption of such securities or Indebtedness) (“Escrow Debt”) and any premium required to redeem any such Escrow Debt upon a mandatory redemption or repurchase event) and (z) other fees and expenses in connection with the maintenance of the existence of Pubco (including any costs or expenses associated with being a public company listed on a national securities exchange). For the avoidance of doubt, distributions made under this Section 5.03(c) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock and must be used solely for one of the express purposes set forth under clause (i) or (ii) of the immediately preceding sentence. Except as explicitly set forth in this Amendment, the LLC Agreement is and shall be unmodified and remain in full force and effect, and nothing contained in this Amendment shall constitute or be deemed a waiver of any of the rights or obligations of any of the parties thereto. This Amendment shall become effective when executed by each of the signatories hereto and may be executed in one or more counterparts and each such counterpart hereof shall be deemed to be an original instrument but all such counterparts together shall constitute but one agreement. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to any conflict of laws rule or principle thereof.