Common use of Tender Offers and Other Events with respect to the Corporation Clause in Contracts

Tender Offers and Other Events with respect to the Corporation. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization (other than a recapitalization governed by Section 11.03(a)) or similar transaction with respect to shares of Class A Common Stock (a “Corporate Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the board of directors of the Corporation or is otherwise effected or to be effected with the consent or approval of the board of directors of the Corporation, the Holders of Paired Interests shall be permitted to participate in such Corporate Offer by delivery of a Notice of Exchange (which Notice of Exchange shall be effective immediately prior to the consummation of such Corporate Offer (and, for the avoidance of doubt, shall be contingent upon such the Corporate Offer and not be effective if such the Corporate Offer is not consummated)). In the case of a the Corporate Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests to participate in such Corporate Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence, the Corporation will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders may participate in each such Corporate Offer without being required to Exchange Paired Interests. For the avoidance of doubt (but subject to Section 11.04(b)), in no event shall the Holders of Paired Interests be entitled to receive in such Corporate Offer aggregate consideration for each Paired Interest that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Corporate Offer. (b) Notwithstanding anything in this Agreement to the contrary, in the event of a Corporate Offer intended to qualify as a reorganization within the meaning of Section 368(a) of the Code or as a transfer described in Section 351(a) or Section 721 of the Code, a Holder shall not be required to exchange its Paired Interest without its prior consent. (c) Notwithstanding anything in this Agreement to the contrary, (i) in a Corporate Offer, payments under or in respect of the Tax Receivable Agreement shall not be considered part of the consideration payable in respect of any Paired Interest or shares of Class A Common Stock in connection with such Corporate Offer for the purposes of Section 11.04(a), and (ii) the Company shall not be entitled to make a Cash Exchange Payment in the case of an Exchange in connection with a Corporate Offer.

Tender Offers and Other Events with respect to the Corporation. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization (other than a recapitalization governed by Section 11.03(a)) or similar transaction with respect to shares of Class A Common Stock (a “Corporate Pubco Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the board of directors of the Corporation Corporate Board or is otherwise effected or to be effected with the consent or approval of the board of directors of the CorporationCorporate Board, the Holders of Paired Interests Common Unitholders shall be permitted to participate in such Corporate Pubco Offer by delivery of a Redemption Notice of Exchange (which Redemption Notice of Exchange shall be effective immediately prior to the consummation of such Corporate Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such the Corporate Pubco Offer and not be effective if such the Corporate Pubco Offer is not consummated)). In the case of a the Corporate Pubco Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests Common Unitholders to participate in such Corporate Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentencesentence (and without limiting the ability of any Member holding Common Units to consummate a Redemption at any time pursuant to the terms of this Agreement), the Corporation Manager will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders Common Unitholders may participate in each such Corporate Pubco Offer without being required to Exchange Paired Interestshave their Common Units and shares of Class B Common Stock redeemed (or, if so required, to ensure that any such redemption shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the Pubco Offer). For the avoidance of doubt (but subject to Section 11.04(b))doubt, in no event shall the Holders of Paired Interests Common Unitholders be entitled to receive in such Corporate Pubco Offer aggregate consideration for each Paired Interest Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Corporate Offer. Pubco Offer (b) Notwithstanding anything in this Agreement to the contrary, in the event of a Corporate Offer intended to qualify as a reorganization within the meaning of Section 368(a) of the Code or as a transfer described in Section 351(a) or Section 721 of the Code, a Holder shall not be required to exchange its Paired Interest without its prior consent. (c) Notwithstanding anything in this Agreement to the contrary, (i) in a Corporate Offer, it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (b) The Corporation shall send written notice to the Company and the Common Unitholders at least thirty (30) days prior to the closing of the transactions contemplated by the Pubco Offer notifying them of their rights pursuant to this Section 10.09, and setting forth (i) a copy of the written proposal or agreement pursuant to which the Pubco Offer will be effected, (ii) the consideration payable in respect connection therewith, (iii) the terms and conditions of any Paired Interest or shares of Class A Common Stock in connection with such Corporate Offer for the purposes of Section 11.04(a), transfer and payment and (iiiv) the Company shall not be entitled to make a Cash Exchange Payment date and location of and procedures for selling Common Units. In the event that the information set forth in notice changes from that set forth in the case initial notice, a subsequent notice shall be delivered by the Corporation no less than seven (7) days prior to the closing of an Exchange in connection with a Corporate the Pubco Offer.

Tender Offers and Other Events with respect to the Corporation. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization (other than a recapitalization governed by Section 11.03(a)) or similar transaction with respect to shares of Class A Common Stock (a “Corporate Pubco Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the board of directors of the Corporation Corporate Board or is otherwise effected or to be effected with the consent or approval of the board of directors of the CorporationCorporate Board, the Holders of Paired Interests Common Unitholders shall be permitted to participate in such Corporate Pubco Offer by delivery of a Redemption Notice of Exchange (which Redemption Notice of Exchange shall be effective immediately prior to the consummation of such Corporate Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such the Corporate Pubco Offer and not be effective if such the Corporate Pubco Offer is not consummated)). In the case of a the Corporate Pubco Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests Common Unitholders to participate in such Corporate Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentencesentence (and without limiting the ability of any Member holding Common Units to consummate a Redemption at any time pursuant to the terms of this Agreement), the Corporation Manager will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders Common Unitholders may participate in each such Corporate Pubco Offer without being required to Exchange Paired Interestshave their Common Units and shares of Class B Common Stock or Class C Common Stock, as the case may be, redeemed (or, if so required, to ensure that any such redemption shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the Pubco Offer). For the avoidance of doubt (but subject to Section 11.04(b))doubt, in no event shall the Holders of Paired Interests Common Unitholders be entitled to receive in such Corporate Pubco Offer aggregate consideration for each Paired Interest Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Corporate Offer. Pubco Offer (b) Notwithstanding anything in this Agreement to the contrary, in the event of a Corporate Offer intended to qualify as a reorganization within the meaning of Section 368(a) of the Code or as a transfer described in Section 351(a) or Section 721 of the Code, a Holder shall not be required to exchange its Paired Interest without its prior consent. (c) Notwithstanding anything in this Agreement to the contrary, (i) in a Corporate Offer, it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (b) The Corporation shall send written notice to the Company and the Common Unitholders at least thirty (30) days prior to the closing of the transactions contemplated by the Pubco Offer notifying them of their rights pursuant to this Section 10.09, and setting forth (i) a copy of the written proposal or agreement pursuant to which the Pubco Offer will be effected, (ii) the consideration payable in respect connection therewith, (iii) the terms and conditions of any Paired Interest or shares of Class A Common Stock in connection with such Corporate Offer for the purposes of Section 11.04(a), transfer and payment and (iiiv) the Company shall not be entitled to make a Cash Exchange Payment date and location of and procedures for selling Common Units. In the event that the information set forth in such notice changes from that set forth in the case initial notice, a subsequent notice shall be delivered by the Corporation no less than seven (7) days prior to the closing of an Exchange in connection with a Corporate the Pubco Offer.

Tender Offers and Other Events with respect to the Corporation. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization (other than a recapitalization governed by Section 11.03(a)) or similar transaction with respect to shares of Class A Common Stock (a “Corporate Pubco Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the board of directors of the Corporation Corporate Board or is otherwise effected or to be effected with the consent or approval of the board of directors of the CorporationCorporate Board, the Holders of Paired Interests Common Unitholders shall be permitted to participate in such Corporate Pubco Offer by delivery of a Redemption Notice of Exchange (which Redemption Notice of Exchange shall be effective immediately prior to the consummation of such Corporate Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such the Corporate Pubco Offer and not be effective if such the Corporate Pubco Offer is not consummated)). In the case of a the Corporate Pubco Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests Common Unitholders to participate in such Corporate Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentencesentence (and without limiting the ability of any Member holding Common Units to consummate a Redemption at any time pursuant to the terms of this Agreement), the Corporation Manager will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders Common Unitholders may participate in each such Corporate Pubco Offer without being required to Exchange Paired Interestshave their Common Units and shares of Class B Common Stock or Class C Common Stock redeemed (or, if so required, to ensure that any such redemption shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the Pubco Offer). For the avoidance of doubt (but subject to Section 11.04(b))doubt, in no event shall the Holders of Paired Interests Common Unitholders be entitled to receive in such Corporate Pubco Offer aggregate consideration for each Paired Interest Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Corporate Offer. Pubco Offer (b) Notwithstanding anything in this Agreement to the contrary, in the event of a Corporate Offer intended to qualify as a reorganization within the meaning of Section 368(a) of the Code or as a transfer described in Section 351(a) or Section 721 of the Code, a Holder shall not be required to exchange its Paired Interest without its prior consent. (c) Notwithstanding anything in this Agreement to the contrary, (i) in a Corporate Offer, it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (b) The Corporation shall send written notice to the Company and the Common Unitholders at least thirty (30) days prior to the closing of the transactions contemplated by the Pubco Offer notifying them of their rights pursuant to this Section 10.09, and setting forth (i) a copy of the written proposal or agreement pursuant to which the Pubco Offer will be effected, (ii) the consideration payable in respect connection therewith, (iii) the terms and conditions of any Paired Interest or shares of Class A Common Stock in connection with such Corporate Offer for the purposes of Section 11.04(a), transfer and payment and (iiiv) the Company shall not be entitled to make a Cash Exchange Payment date and location of and procedures for selling Common Units. In the event that the information set forth in notice changes from that set forth in the case initial notice, a subsequent notice shall be delivered by the Corporation no less than seven (7) days prior to the closing of an Exchange in connection with a Corporate the Pubco Offer.

Tender Offers and Other Events with respect to the Corporation. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization (other than a recapitalization governed by Section 11.03(a)) or similar transaction with respect to shares of Class A Common Stock (a “Corporate Corporation Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the board of directors of the Corporation Corporate Board or is otherwise effected or to be effected with the consent or approval of the board of directors of Corporate Board, the Members (other than the Corporation, the Holders of Paired Interests ) shall be permitted to participate in such Corporate Corporation Offer by delivery of a Redemption Notice of Exchange (which Redemption Notice of Exchange shall be effective immediately prior to the consummation of such Corporate Corporation Offer (and, for the avoidance of doubt, shall be contingent upon such the Corporate Corporation Offer and not be effective if such the Corporate Corporation Offer is not consummated)). In the case of a the Corporate Corporation Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests such Members to participate in such Corporate Corporation Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentencesentence (and without limiting the ability of any Member holding Common Units to consummate a Redemption at any time pursuant to the terms of this Agreement), the Corporation Manager will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders Members may participate in each such Corporate Corporation Offer without being required to Exchange Paired Interestshave their Common Units redeemed and the corresponding Class C Common Stock and Class D Common Stock, as applicable, related thereto (or, if so required, to ensure that any such redemption shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the Corporation Offer). For the avoidance of doubt (but subject to Section 11.04(b))doubt, in no event shall the Holders of Paired Interests such Members be entitled to receive in such Corporate Corporation Offer aggregate consideration for each Paired Interest Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Corporate OfferCorporation Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (b) Notwithstanding anything in this Agreement The Corporation shall send written notice to the contraryCompany and the other Members at least thirty (30) days prior to the closing of the transactions contemplated by the Corporation Offer notifying them of their rights pursuant to this Section 10.07, and setting forth (i) a copy of the written proposal or agreement pursuant to which the Corporation Offer will be effected, (ii) the consideration payable in connection therewith, (iii) the terms and conditions of transfer and payment and (iv) the date and location of and procedures for selling Common Units. In the event of that the information set forth in such notice changes, a Corporate Offer intended subsequent notice shall be delivered by the Corporation no less than seven (7) days prior to qualify as a reorganization within the meaning of Section 368(a) closing of the Code or as a transfer described in Section 351(a) or Section 721 of the Code, a Holder shall not be required to exchange its Paired Interest without its prior consentCorporation Offer. (c) Notwithstanding anything any other provision of this Agreement, if a Disposition Event (as such term is defined in this Agreement the Corporation Charter) is approved by the Corporate Board and consummated in accordance with applicable Law, at the request of the Company (or following such Disposition Event, its successor) or Corporation (or following such Disposition Event, its successor), each of the Members (other than the Corporation) shall be required to exchange with the Corporation, at any time and from time to time after, or simultaneously with, the consummation of such Disposition Event, all of such Members’ Common Units and the corresponding Class C Common Stock or Class D Common Stock, as applicable, for aggregate consideration for each Common Unit that is equivalent to the contraryconsideration payable in respect of each share of Class A Common Stock in connection with the Disposition Event. (d) Notwithstanding any other provision of this Agreement, (i) in a Corporate Disposition Event or Corporation Offer where the consideration payable in connection therewith includes Equity Securities, the aggregate consideration for any Common Unit and the corresponding Class D Common Stock shall be deemed to be equivalent to the consideration payable in respect of each share of Class A Common Stock if the only difference in the per share distribution to the Members holding Common Units and the corresponding Class D Common Stock is that the Equity Securities distributed to such Members have not more than ten times the voting power of any Equity Securities distributed to the holder of a share of Class A Common Stock (as long as such Equity Securities issued to such Members remain subject to the automatic conversion on terms no more favorable to such Members than those set forth in Section [5.1(ii)] of the Corporation Charter), and (ii) in a Disposition Event or other Corporation Offer, payments under or in respect of the Tax Receivable Agreement shall not be considered part of the consideration payable in respect of any Class C Paired Interest, Class D Paired Interest or shares share of Class A Common Stock or Class B Common Stock in connection with such Corporate Disposition Event or other Corporation Offer for the purposes of Section 11.04(a10.07(a) and Section 10.07(c), and (ii) the Company shall not be entitled to make a Cash Exchange Payment in the case of an Exchange in connection with a Corporate Offer.

Tender Offers and Other Events with respect to the Corporation. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization (other than a recapitalization governed by Section 11.03(a)) or similar transaction with respect to shares of Class A Common Stock (a “Corporate Pubco Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the board of directors of the Corporation Corporate Board or is otherwise effected or to be effected with the consent or approval of the board of directors of the CorporationCorporate Board, the Holders of Paired Interests Common Unitholders shall be permitted to participate in such Corporate Pubco Offer by delivery of a Redemption Notice of Exchange (which Redemption Notice of Exchange shall be effective immediately prior to the consummation of such Corporate Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such the Corporate Pubco Offer and not be effective if such the Corporate Pubco Offer is not consummated)). In the case of a the Corporate Pubco Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests Common Unitholders to participate in such Corporate Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentencesentence (and without limiting the ability of any Member holding Common Units to consummate a Redemption at any time pursuant to the terms of this Agreement), the Corporation Manager will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders Common Unitholders may participate in each such Corporate Pubco Offer without being required to Exchange Paired Interestshave their Common Units and shares of Class B Common Stock redeemed (or, if so required, to ensure that any such redemption shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the Pubco Offer). For the avoidance of doubt (but subject to Section 11.04(b))doubt, in no event shall the Holders of Paired Interests Common Unitholders be entitled to receive in such Corporate Pubco Offer aggregate consideration for each Paired Interest Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Corporate Offer. Pubco Offer (b) Notwithstanding anything in this Agreement to the contrary, in the event of a Corporate Offer intended to qualify as a reorganization within the meaning of Section 368(a) of the Code or as a transfer described in Section 351(a) or Section 721 of the Code, a Holder shall not be required to exchange its Paired Interest without its prior consent. (c) Notwithstanding anything in this Agreement to the contrary, (i) in a Corporate Offer, it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (b) The Corporation shall send written notice to the consideration payable in respect Company and the Common Unitholders at least thirty (30) days prior to the closing of any Paired Interest or shares the transactions contemplated by the Pubco Offer notifying them of Class A Common Stock in connection with such Corporate Offer for the purposes of their rights pursuant to this Section 11.04(a)10.09, and setting forth (iii) a copy of the Company shall not written proposal or agreement pursuant to which the Pubco Offer will be entitled to make a Cash Exchange Payment in the case of an Exchange in connection with a Corporate Offer.effected,

Tender Offers and Other Events with respect to the Corporation. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization (other than a recapitalization governed by Section 11.03(a)) or similar transaction with respect to shares of Class A Common Stock (a “Corporate Corporation Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the board of directors of the Corporation Corporate Board or is otherwise effected or to be effected with the consent or approval of the board of directors of Corporate Board, the Members (other than the Corporation, the Holders of Paired Interests ) shall be permitted to participate in such Corporate Corporation Offer by delivery of a Redemption Notice of Exchange (which Redemption Notice of Exchange shall be effective immediately prior to the consummation of such Corporate Corporation Offer (and, for the avoidance of doubt, shall be contingent upon such the Corporate Corporation Offer and not be effective if such the Corporate Corporation Offer is not consummated)). In the case of a the Corporate Corporation Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests such Members to participate in such Corporate Corporation Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentencesentence (and without limiting the ability of any Member holding Common Units to consummate a Redemption at any time pursuant to the terms of this Agreement), the Corporation Manager will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders Members may participate in each such Corporate Corporation Offer without being required to Exchange Paired Interestshave their Common Units redeemed and the corresponding Class C Common Stock and Class D Common Stock, as applicable, related thereto (or, if so required, to ensure that any such redemption shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the Corporation Offer). For the avoidance of doubt (but subject to Section 11.04(b))doubt, in no event shall the Holders of Paired Interests such Members be entitled to receive in such Corporate Corporation Offer aggregate consideration for each Paired Interest Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Corporate OfferCorporation Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (b) Notwithstanding anything in this Agreement The Corporation shall send written notice to the contraryCompany and the other Members at least thirty (30) days prior to the closing of the transactions contemplated by the Corporation Offer notifying them of their rights pursuant to this Section 10.07, and setting forth (i) a copy of the written proposal or agreement pursuant to which the Corporation Offer will be effected, (ii) the consideration payable in connection therewith, (iii) the terms and conditions of transfer and payment and (iv) the date and location of and procedures for selling Common Units. In the event of that the information set forth in such notice changes, a Corporate Offer intended subsequent notice shall be delivered by the Corporation no less than seven (7) days prior to qualify as a reorganization within the meaning of Section 368(a) closing of the Code or as a transfer described in Section 351(a) or Section 721 of the Code, a Holder shall not be required to exchange its Paired Interest without its prior consentCorporation Offer. (c) Notwithstanding anything any other provision of this Agreement, if a Disposition Event (as such term is defined in this Agreement the Corporation Charter) is approved by the Corporate Board and consummated in accordance with applicable Law, at the request of the Company (or following such Disposition Event, its successor) or Corporation (or following such Disposition Event, its successor), each of the Members (other than the Corporation) shall be required to exchange with the Corporation, at any time and from time to time after, or simultaneously with, the consummation of such Disposition Event, all of such Members’ Common Units and the corresponding Class C Common Stock or Class D Common Stock, as applicable, for aggregate consideration for each Common Unit that is equivalent to the contraryconsideration payable in respect of each share of Class A Common Stock in connection with the Disposition Event. (d) Notwithstanding any other provision of this Agreement, (i) in a Corporate Disposition Event or Corporation Offer where the consideration payable in connection therewith includes Equity Securities, the aggregate consideration for any Common Unit and the corresponding Class D Common Stock shall be deemed to be equivalent to the consideration payable in respect of each share of Class A Common Stock if the only difference in the per share distribution to the Members holding Common Units and the corresponding Class D Common Stock is that the Equity Securities distributed to such Members have not more than ten times the voting power of any Equity Securities distributed to the holder of a share of Class A Common Stock (as long as such Equity Securities issued to such Members remain subject to the automatic conversion on terms no more favorable to such Members than those set forth in Section 5.1(ii) of the Corporation Charter), and (ii) in a Disposition Event or other Corporation Offer, payments under or in respect of the Tax Receivable Agreement shall not be considered part of the consideration payable in respect of any Class C Paired Interest, Class D Paired Interest or shares share of Class A Common Stock or Class B Common Stock in connection with such Corporate Disposition Event or other Corporation Offer for the purposes of Section 11.04(a10.07(a) and Section 10.07(c), and (ii) the Company shall not be entitled to make a Cash Exchange Payment in the case of an Exchange in connection with a Corporate Offer.

Tender Offers and Other Events with respect to the Corporation. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over takeover bid, recapitalization (other than a recapitalization governed by Section 11.03(a)) or similar transaction with respect to shares of Class A Common Stock (a “Corporate Corporation Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the board Board of directors Directors of the Corporation or is otherwise effected or to be effected with the consent or approval of the board of directors Board Directors of the Corporation, the Holders of Paired Interests Class A Unitholders shall be permitted to participate in such Corporate Corporation Offer by delivery of a an Exchange Notice of Exchange (which Exchange Notice of Exchange shall be effective immediately prior to the consummation of such Corporate Offer (Corporation Offer, and, for the avoidance of doubt, shall be contingent upon such the Corporate Corporation Offer and not be effective if such the Corporate Corporation Offer is not consummated)). In the case of a the Corporate Corporation Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests Class A Unitholders to participate in such Corporate Corporation Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, provided that without limiting the generality of the foregoing or the ability of any Class A Unitholder to Exchange Combined Units at any time pursuant to the terms of this sentenceAgreement, the Corporation will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders holders may participate in each such Corporate Corporation Offer without being required to Exchange Paired InterestsCombined Units. For the avoidance of doubt (but subject to Section 11.04(b))doubt, in no event shall the Holders of Paired Interests Class A Unitholders be entitled to receive in such Corporate Corporation Offer aggregate consideration for each Paired Interest Combined Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Corporate Corporation Offer. (b) Notwithstanding anything in this Agreement to the contrary, in the event of a Corporate Offer intended to qualify as a reorganization within the meaning of Section 368(a) of the Code or as a transfer described in Section 351(a) or Section 721 of the Code, a Holder shall not be required to exchange its Paired Interest without its prior consent. (c) Notwithstanding anything in this Agreement to the contrary, (i) in a Corporate Offer, payments under or in respect of the Tax Receivable Agreement shall not be considered part of the consideration payable in respect of any Paired Interest or shares of Class A Common Stock in connection with such Corporate Offer for the purposes of Section 11.04(a), and (ii) the Company shall not be entitled to make a Cash Exchange Payment in the case of an Exchange in connection with a Corporate Offer.