Common use of Restrictions on Business Combination Transactions Clause in Contracts

Restrictions on Business Combination Transactions. (a) The Company shall not be a party to (i) a transaction of any kind that would result in any Class A-1 Units being held by any Person other than the Managing Member or (ii) any reorganization, Share Exchange, consolidation, conversion or merger or any other transaction having an effect on members substantially similar to that resulting from a reorganization, Share Exchange, consolidation, conversion or merger (each in this clause (ii), a “Restricted Transaction”) without the approval of the Managing Member. (b) The Company shall not be a party to any Restricted Transaction that includes or is in conjunction with a transaction involving the disposition, exchange or conversion of Class A Common Stock for consideration (collectively, a “Consolidated Transaction”) unless (i) each holder of Class A Common Stock and Class B Common Stock (together with the corresponding number of Class B-1 Units) is allowed to participate pro rata in such Consolidated Transaction (as if the Class B Common Stock (together with the corresponding number of Class B-1 Units) were exchanged immediately prior to such Consolidated Transaction for Class A Common Stock pursuant to the Exchange Agreement); and (ii) the gross proceeds payable in respect of each Class B-1 Unit equals the gross proceeds that would be payable in such Consolidated Transaction in respect of the Class A Common Stock for which such Class B-1 Unit was exchanged immediately prior to such Consolidated Transaction pursuant to the Exchange Agreement. (c) Nothing in this Section 9.06 shall be deemed to modify any of the rights of the parties to the Tax Receivables Agreement as set forth therein.

Restrictions on Business Combination Transactions. (a) The Company shall not be a party to (i) a transaction of any kind that would result in any Class A-1 Units A common units being held by any Person other than the Managing Member or (ii) any reorganization, Share Exchange, consolidation, conversion or merger or any other transaction having an effect on members substantially similar to that resulting from a reorganization, Share Exchange, consolidation, conversion or merger (each in this clause (ii), a “Restricted Transaction”) without the approval of a majority of the board of directors of the Managing MemberMember (including in such majority at least one director designee of each of The Advisory Board, TPG and UPMC for so long as such stockholder has the right to designate at least one director to such board pursuant to the Stockholders Agreement). (b) The Company shall not be a party to any Restricted Transaction that includes or is in conjunction with a transaction involving the disposition, exchange or conversion of Class A Common Stock Shares for consideration (collectively, a “Consolidated Transaction”) unless (i) each holder of Class A Common Stock Shares and Class B Common Stock Shares (together with the corresponding number of Class B-1 UnitsB common units) is allowed to participate pro rata in such Consolidated Transaction (as if the Class B Common Stock Shares (together with the corresponding number of Class B-1 UnitsB common units) were exchanged immediately prior to such Consolidated Transaction for Class A Common Stock Shares pursuant to the Exchange Agreement); and (ii) the gross proceeds payable in respect of each Class B-1 Unit B common unit equals the gross proceeds that would be payable in such Consolidated Transaction in respect of the Class A Common Stock Share(s) for which such Class B-1 Unit B common unit was exchanged immediately prior to such Consolidated Transaction pursuant to the Exchange Agreement. (c) Nothing in this Section 9.06 shall be deemed to modify any of the rights of the parties to The Advisory Board, TPG or UPMC set forth in the Tax Receivables Agreement as set forth thereinAgreement.