Common use of Repurchases and Redemptions Clause in Contracts

Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii), PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of Common Units for the same price per security, if any, or (B) any other Equity Securities of PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo or such Subsidiary for the same price per security, if any.

Appears in 3 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (E2open Parent Holdings, Inc.), Business Combination Agreement (CC Neuberger Principal Holdings I)

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Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii3.2(c)(ii), PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo or such Subsidiary for the same price per security, if any.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Dutch Bros Inc.), Limited Liability Company Agreement (Dutch Bros Inc.)

Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii)Neither Pubco, PubCo or the Special Limited Partner nor any of its Subsidiaries (other than the Company Partnership and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock Shares pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, unless substantially simultaneously therewiththerewith the Partnership redeems, repurchases or otherwise acquires from Pubco, the Company shall redeem, repurchase or otherwise acquire from PubCo Special Limited Partner or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of PubCo Pubco, the Special Limited Partner or any of its Subsidiaries (other than the Company Partnership and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, unless substantially simultaneously therewiththerewith the Partnership redeems, repurchases or otherwise acquires from Pubco, the Company shall redeem, repurchase or otherwise acquire from PubCo Special Limited Partner or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company Partnership with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo Pubco, the Special Limited Partner or such Subsidiary for the same price per security, if any.

Appears in 2 contracts

Samples: Business Combination Agreement (dMY Technology Group, Inc.), Rush Street Interactive, Inc.

Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii3.2(c)(ii), PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock or Class C Common Stock pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo or such Subsidiary for the same price per security, if any.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Rani Therapeutics Holdings, Inc.), Agreement (Rani Therapeutics Holdings, Inc.)

Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii4.1(g)(ii), PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of Common Units for the same price per security, if any, or (B) any other Equity Securities of PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo or such Subsidiary for the same price per security, if any.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (QualTek Services Inc.), Limited Liability Company Agreement (Roth CH Acquisition III Co)

Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii4.4(c)(iii), PubCo the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) may not redeem, repurchase repurchase, or otherwise acquire (A) shares of Class A Common Stock Shares pursuant to a Parent Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Parent Board) and, unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases, or otherwise acquire acquires from PubCo the Managing Member or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of PubCo the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Parent Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Parent Board) and, unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from PubCo the Managing Member or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo the Managing Member or such Subsidiary for the same price per security, if any.

Appears in 1 contract

Samples: Letter Agreement (FTAC Athena Acquisition Corp.)

Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii), PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a PubCo Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the PubCo Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo (or such its wholly owned Subsidiary that owns Common Units) an equal number of Common Units for the same price per security, if any, or (B) any other Equity Securities of PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a PubCo Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the PubCo Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo (or its wholly owned Subsidiary that owns such Subsidiary Equity Securities) an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo or such Subsidiary for the same price per security, if any.

Appears in 1 contract

Samples: Investor Rights Agreement (MDH Acquisition Corp.)

Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii3.2(c)(ii), PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo or such Subsidiary for the same price per security, if any.. (ii) In the event that a tender offer, share exchange offer, or take-over bid or similar transaction with respect to Class A Common Stock (a “PubCo Offer”) is proposed by PubCo or is proposed to PubCo or its stockholders, the holders of Class A Common Units shall be permitted to participate in such PubCo Offer by delivery of an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation

Appears in 1 contract

Samples: Limited Liability Company Agreement (Dutch Bros Inc.)

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Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii)7.05, PubCo or neither the Managing Member nor any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from PubCo the Managing Member or such Subsidiary an equal number of Common Class A Units for the same price per security, if any, or (B) any other Equity Securities Interests of PubCo the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from PubCo the Managing Member or such Subsidiary an equal number of the corresponding class or series of Equity Securities Interests of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of PubCo the Managing Member or such Subsidiary for the same price per security, if any.

Appears in 1 contract

Samples: Operating Agreement (Wm Technology, Inc.)

Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii7.01(j)(ii), PubCo Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board) andBoard of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo Pubco or such Subsidiary an equal number of Common Class A Units for the same price per security, if any, or (B) any other Equity Securities of PubCo Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) andBoard of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo Pubco or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo Pubco or such Subsidiary for the same price per security, if any, and substantially equivalent form of consideration.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fathom Digital Manufacturing)

Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii), PubCo or Neither the Managing Member nor any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock or Class C Common Stock pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from PubCo the Managing Member or such Subsidiary an equal number of Common Class A Units for the same price per security, if any, or (B) any other Equity Securities Interests of PubCo the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from PubCo the Managing Member or such Subsidiary an equal number of the corresponding class or series of Equity Securities Interests of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of PubCo the Managing Member or such Subsidiary for the same price per security, if any.

Appears in 1 contract

Samples: Limited Liability Company Agreement (OPAL Fuels Inc.)

Repurchases and Redemptions. (i) Subject to Section 4.1(h)(ii2.2(c)(ii), PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities Interests of PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) and, substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities Interests of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of PubCo or such Subsidiary for the same price per security, if any.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Direct Digital Holdings, Inc.)

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