Pubco Ownership Clause Samples
The Pubco Ownership clause defines the ownership structure and distribution of shares or equity interests in the public company (Pubco) following a transaction or corporate event. It typically outlines how shares will be allocated among existing shareholders, new investors, or other stakeholders, and may specify any restrictions or conditions on ownership, such as lock-up periods or transfer limitations. This clause ensures transparency and clarity regarding who holds equity in the company post-transaction, thereby preventing disputes and aligning expectations among all parties involved.
Pubco Ownership. (a) Except as otherwise determined by Pubco, if at any time Pubco issues a share of Class A Common Stock any other Equity Security of Pubco entitled to any economic rights (including in the IPO) (an “Economic Pubco Security”) with regard thereto (other than Class B Common Stock, or other Equity Security of Pubco not entitled to any economic rights with respect thereto), (i) the Company shall issue to Pubco one LLC Unit (if Pubco issues a share of Class A Common Stock) or such other Equity Security of the Company (if Pubco issues an Economic Pubco Security other than Class A Common Stock) corresponding to the Economic Pubco Security, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Economic Pubco Security and (ii) the net proceeds received by Pubco with respect to the corresponding Economic Pubco Security, if any, shall be concurrently contributed to the Company; provided, however, that if Pubco issues any Economic Pubco Securities, some or all of the net proceeds of which are to be used to fund expenses or other obligations of Pubco for which Pubco would be permitted a distribution pursuant to Section 5.03(c), then Pubco shall not be required to transfer such net proceeds to the Company which are used or will be used to fund such expenses or obligations and provided, further, that if Pubco issues any shares of Class A Common Stock (including in the IPO) in order to purchase or fund the purchase from a Non-Pubco Member of a number of LLC Units (and shares of Class B Common Stock) or to purchase or fund the purchase of shares of Class A Common Stock, in each case equal to the number of shares of Class A Common Stock issued, then the Company shall not issue any new LLC Units in connection therewith and Pubco shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred to such Non-Pubco Member as consideration for such purchase).
(b) For the avoidance of doubt, this Article 4 shall apply to the issuance and distribution to holders of shares of Pubco Common Stock of rights to purchase Equity Securities of Pubco under a “poison pill” or similar shareholders rights plan (it also being understood that upon redemption or exchange of LLC Units (including any such right to purchase LLC Units in the Company) for shares of Class A Common Stock, such Class A Common Stock will be issued t...
Pubco Ownership. Except in connection with Redemptions under Article IX, if at any time PubCo issues a share of Class A Common Stock or any other Equity Security of PubCo entitled to any economic rights (an “Economic PubCo Security”) with regard thereto, (i) the Company shall issue to PubCo an equal number (or such other number as determined by the Managing Member in good faith to reflect the respective economic entitlements of the applicable Equity Securities) of Common Units (if PubCo issues shares of Class A Common Stock) or such other Equity Securities of the Company (if PubCo issues Economic PubCo Securities other than a share of Class A Common Stock) corresponding to such Economic PubCo Security, with substantially the same rights to dividends and distributions (including distributions upon liquidation of PubCo) and other economic rights as those of such Economic PubCo Security and (ii) in exchange for the issuances in the foregoing clause (i), the net proceeds or contributed proceeds (in cash or property, as the case may be) received by PubCo with respect to the corresponding issuance of Class A Common Stock or other Economic PubCo Securities, if any, shall be concurrently contributed by PubCo to the Company.
Pubco Ownership. (i) Pubco and the Corporation shall take all actions necessary to cause the outstanding shares of PubCo Class A Common Stock to equal the number of shares of Common Stock held by PubCo, and for the Corporation to receive or bear any consideration received or paid by PubCo for the issuance or repurchase of any PubCo Class A Common Stock. Without limiting the generality of the foregoing, the following provisions of Section 4.02 dictate how to comply with the preceding sentence under certain circumstances. Should any circumstances arise that are not described in Section 4.02, then the Corporation shall take such as actions as are necessary to comply with the first sentence of this Section 4.02(b).
(A) If the Corporation in any manner subdivides or combines by any split, dividend, reclassification, recapitalization or otherwise, or combines by reverse split, reclassification, recapitalization or otherwise, the outstanding shares of Common Stock, the outstanding shares of PubCo Class A Common Stock will be subdivided or combined in the same manner.
(B) If PubCo in any manner subdivides or combines by any split, dividend, reclassification, recapitalization or otherwise, or combines by reverse split, reclassification, recapitalization or otherwise, the outstanding shares of PubCo Class A Common Stock, the outstanding shares of the Common Stock will be subdivided or combined in the same manner.
(C) If the Corporation in any manner subdivides or combines by any split, dividend, reclassification, recapitalization or otherwise, or combines by reverse split, reclassification, recapitalization or otherwise, a class of Common Stock, all other classes of Common Stock will be subdivided or combined in the same manner.
(iii) Except as otherwise determined by the Corporation, if at any time Pubco issues a share of Pubco Class A Common Stock or any other Equity Security of Pubco entitled to any economic rights (an “Economic Pubco Security”) with regard thereto (other than Pubco Class B Common Stock, or other Equity Security of Pubco not entitled to any economic rights with respect thereto), (i) the Corporation shall issue to Pubco one share of Class A Common Stock (if Pubco issues a share of Pubco Class A Common Stock) or such other Equity Security of the Corporation (if Pubco issues an Economic Pubco Security other than Pubco Class A Common Stock) corresponding to the Economic Pubco Security, and with substantially the same rights to dividends and distributions (including d...