Common use of Reclassification Events of PubCo Clause in Contracts

Reclassification Events of PubCo. If a Reclassification Event occurs, the Managing Member or its successor, as the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 12.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (i) the exchange rights of holders of Units set forth in Section 4.7 provide that each Unit and share of Class B Stock is exchangeable for the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Stock becomes exchangeable for or converted into as a result of the Reclassification Event and (ii) PubCo or the successor to PubCo, as applicable, is obligated to deliver such property, securities or cash upon such exchange. PubCo shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Parsley Energy, Inc.), Limited Liability Company Agreement (Parsley Energy, Inc.), Limited Liability Company Agreement (Parsley Energy, Inc.)

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Reclassification Events of PubCo. If a Reclassification Event occurs, the Managing Member or its successor, as the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 12.111.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (i) the exchange rights of holders of Units set forth in Section 4.7 3.7 provide that each Unit and share of Class B Stock is exchangeable for the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Stock becomes exchangeable for or converted into as a result of the Reclassification Event and (ii) PubCo Pubco or the successor to PubCoPubco, as applicable, is obligated to deliver such property, securities or cash upon such exchange. PubCo Pubco shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo Pubco (in whatever capacity) under this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Parsley Energy, Inc.), Limited Liability Company Agreement (Parsley Energy, Inc.)

Reclassification Events of PubCo. If a Reclassification Event occurs, the Managing Member or its successor, as the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 12.111.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (i) the exchange rights of holders of Units set forth in Section 4.7 3.6 provide that each Unit and share of Class B Common Stock is exchangeable for the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Common Stock becomes exchangeable for or converted into as a result of the Reclassification Event and (ii) PubCo or the successor to PubCo, as applicable, is obligated to deliver such property, securities or cash upon such exchange. PubCo shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Focus Financial Partners Inc.), Operating Agreement (Focus Financial Partners Inc.)

Reclassification Events of PubCo. If a Reclassification Event occurs, the Managing Member or its successor, as the case may be, shall, as and to the extent necessary, shall amend this Agreement in compliance with Section 12.111.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (i) the exchange rights Redemption Right of holders of Units set forth in Section 4.7 3.6 provide that each Unit (together with the surrender and share delivery of one Class B Stock Share) is exchangeable redeemable for the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Stock Share becomes exchangeable for or converted into as a result of the Reclassification Event Event, and (ii) PubCo or the successor to PubCo, as applicable, is obligated to deliver such property, securities or cash upon such exchangeredemption. PubCo shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (EVgo Inc), Letter Agreement (Climate Change Crisis Real Impact I Acquisition Corp)

Reclassification Events of PubCo. If a Reclassification Event occurs, the Managing Member or its successor, as the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 12.111.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (i) the exchange rights of holders of Units set forth in Section 4.7 3.7 provide that each Unit and share of Class B Stock is exchangeable for the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Stock becomes exchangeable for or converted into as a result of the Reclassification Event and (ii) PubCo Pubco or the successor to PubCoPubco, as applicable, is obligated to deliver such property, securities or cash upon such exchange. PubCo Pubco shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo Pubco (in whatever capacity) under this Agreement. For the avoidance of doubt, the provisions of this Section 6.8 shall not affect the right of the Company or the Managing Member to require an exchange pursuant to Section 3.7(h) upon the consummation of a Disposition Event.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Emdeon Inc.), Limited Liability Company Agreement (Emdeon Inc.)

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Reclassification Events of PubCo. If a Reclassification Event occurs, the Managing Member or its successor, as the case may be, shall, as and to the extent necessary, Board shall amend this Agreement in compliance with Section 12.111.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (i) the exchange rights Redemption Right of holders of Units set forth in Section 4.7 3.6 provide that each Unit (together with the surrender and share delivery of one Class B Stock Share) is exchangeable redeemable for the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Stock Share becomes exchangeable for or converted into as a result of the Reclassification Event Event, and (ii) PubCo or the successor to PubCo, as applicable, is obligated to deliver such property, securities or cash upon such exchangeredemption. PubCo shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Nerdy Inc.)

Reclassification Events of PubCo. If a Reclassification Event occurs, the Managing Member Manager and PubCo or its successor, as the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 12.111.1 , and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (i) upon any Exchange pursuant to Section 3.7 , the exchange rights of holders of Units set forth in Section 4.7 provide that Exchanging Member shall be entitled to receive, for each Common Unit and share of Class B Stock is exchangeable for subject to such Exchange, the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Stock becomes exchangeable for or converted into as a result of the Reclassification Event and (ii) PubCo or the successor to PubCo, as applicable, is obligated to deliver such property, securities or cash upon such exchangeExchange. PubCo shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Matlin & Partners Acquisition Corp)

Reclassification Events of PubCo. If a Reclassification Event occurs, the Managing Member Manager and PubCo or its successor, as the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 12.111.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (i) upon any Exchange pursuant to Section 3.7, the exchange rights of holders of Units set forth in Section 4.7 provide that Exchanging Member shall be entitled to receive, for each Common Unit and share of Class B Stock is exchangeable for subject to such Exchange, the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Stock becomes exchangeable for or converted into as a result of the Reclassification Event and (ii) PubCo or the successor to PubCo, as applicable, is obligated to deliver such property, securities or cash upon such exchangeExchange. PubCo shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (U.S. Well Services, Inc.)

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