Common use of Roll-Up Transaction or Public Listing Clause in Contracts

Roll-Up Transaction or Public Listing. The MANAGING MEMBER or BOARD OF DIRECTORS may at any time in its discretion cause the COMPANY to: a) enter into a transaction or series of related transactions designed to cause all or a portion of the COMPANY'S assets and properties to be sold, transferred or contributed to, or convert the COMPANY into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the MANAGING MEMBER or the BOARD OF DIRECTORS, or their Affiliates (a "Roll-Up Transaction"); or b) list the COMPANY'S Shares (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Shareholders may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the MANAGING MEMBER or BOARD OF DIRECTORS deems fair and reasonable; provided, however, that the MANAGING MEMBER or BOARD OF DIRECTORS shall be required to obtain approval of Shareholders holding a majority of the Outstanding Common Shares if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the COMPANY in a Roll-Up Transaction may be distributed to the Shareholders in liquidation of their interests in the COMPANY.

Roll-Up Transaction or Public Listing. The MANAGING MEMBER or BOARD OF DIRECTORS may at any time in its discretion cause the COMPANY to: a) enter into a transaction or series of related transactions designed to cause all or a portion of the COMPANY'S assets and properties to be sold, transferred or contributed to, or convert the COMPANY into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the MANAGING MEMBER or the BOARD OF DIRECTORS, or their Affiliates (a "Roll-Up Transaction"); or b) list the COMPANY'S Shares (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Shareholders may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the MANAGING MEMBER or BOARD OF DIRECTORS deems fair and reasonable; provided, however, that the MANAGING MEMBER or BOARD OF DIRECTORS shall be required to obtain approval of Shareholders holding a majority of the Outstanding Common Shares COMMON SHARES if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the COMPANY in a Roll-Up Transaction may be distributed to the Shareholders in liquidation of their interests in the COMPANY.