Common use of Restrictions on Business Combination Transactions Clause in Contracts

Restrictions on Business Combination Transactions. The Company shall not be a party to any reorganization, Share Exchange, consolidation, conversion or merger or any other transaction having an effect on stockholders substantially similar to that resulting from a reorganization, Share Exchange, consolidation, conversion or merger (each a “Business Combination Transaction”) that includes or is in conjunction with a transaction involving the disposition, exchange or conversion of Class B Common Units for consideration unless (a) each holder of Class A Common Stock and Class B Common Stock (together with the corresponding number of Class B Common Units) is allowed to participate pro rata in such Business Combination Transaction (as if the Class B Common Stock (together with the corresponding number of Class B Common Units) had been exchanged immediately prior to such Business Combination Transaction for Class A Common Stock pursuant to the Exchange Agreement) and (b) the gross proceeds payable in respect of each Class B Common Unit equals the gross proceeds that would be payable on account of such Class B Common Unit if it were exchanged immediately prior to such Business Combination Transaction into Class A Common Stock pursuant to the Exchange Agreement. Nothing in this Section 5.4 shall be deemed to modify any of the rights of The Advisory Board, TPG, UPMC or Ptolemy set forth in the Tax Receivables Agreement.

Restrictions on Business Combination Transactions. The Company shall not be a party to any reorganization, Share Exchange, consolidation, conversion or merger or any other transaction having an effect on stockholders substantially similar to that resulting from a reorganization, Share Exchange, consolidation, conversion or merger (each a “Business Combination Transaction”) that includes or is in conjunction with a transaction involving the disposition, exchange or conversion of Class B Common B-1 Units for consideration unless (a) each holder of Class A Common Stock and Class B Common Stock B-1 Units (together with the corresponding an equivalent number of shares of Class B Common UnitsStock) is allowed to participate pro rata in such Business Combination Transaction (as if the Class B Common Stock B-1 Units (together with the corresponding an equivalent number of shares of Class B Common UnitsStock) had been exchanged immediately prior to such Business Combination Transaction for Class A Common Stock pursuant to the Exchange Agreement) and (b) the gross proceeds payable in respect of each Class B Common B-1 Unit equals the gross proceeds that would be payable on account of such Class B Common B-1 Unit if it were exchanged immediately prior to such Business Combination Transaction into Class A Common Stock pursuant to the Exchange Agreement. Nothing in this Section 5.4 4.4 shall be deemed to modify any of the rights of The Advisory BoardWTM, TPG, UPMC Insignia or Ptolemy the Founders set forth in the Tax Receivables Agreement.

Restrictions on Business Combination Transactions. The Company shall not be a party to any reorganization, Share Exchange, consolidation, conversion or merger or any other transaction having an effect on stockholders substantially similar to that resulting from a reorganization, Share Exchange, consolidation, conversion or merger (each a “Business Combination Transaction”) that includes or is in conjunction with a transaction involving the disposition, exchange or conversion of Class B Common B-1 Units for consideration unless (a) each holder of Class A Common Stock and Class B Common Stock B-1 Units (together with the corresponding an equivalent number of shares of Class B Common UnitsStock) is allowed to participate pro rata in such Business Combination Transaction (as if the Class B Common Stock B-1 Units (together with the corresponding an equivalent number of shares of Class B Common UnitsStock) had been exchanged immediately prior to such Business Combination Transaction for Class A Common Stock pursuant to the Exchange Agreement) and (b) the gross proceeds payable in respect of each Class B Common B-1 Unit equals the gross proceeds that would be payable on account of such Class B Common B-1 Unit if it were exchanged immediately prior to such Business Combination Transaction into Class A Common Stock pursuant to the Exchange Agreement. Nothing in this Section 5.4 4.4 shall be deemed to modify any of the rights of The Advisory Board, TPG, UPMC Insignia or Ptolemy the Founders set forth in the Tax Receivables Agreement.