Common use of Tender Offers and Other Events with Respect to the Managing Member Clause in Contracts

Tender Offers and Other Events with Respect to the Managing Member. In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Stock (a “Pubco Offer”) is proposed by the Managing Member or is proposed to the Managing Member or its stockholders and approved by the board of directors of the Managing Member or is otherwise effected or to be effected with the consent or approval of the board of directors of the Managing Member, the holders (other than the Managing Member and its Subsidiaries) of Units and shares of Class B Stock shall be permitted to participate in such Pubco Offer by delivery of a contingent Exchange Notice in accordance with the last sentence of Section 3.7(c). In the case of a Pubco Offer proposed by the Managing Member, the Managing Member 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 (other than the Managing Member and its Subsidiaries) of Units and shares of Class B Stock to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Stock without discrimination; provided that, without limiting the generality of this sentence, the Managing Member will use its reasonable best efforts expeditiously and in good faith to ensure that such holders of Units may participate in each such Pubco Offer without being required to exchange Units and shares of Class B Stock (or, if so required, to ensure that any such exchange shall be effective only upon, and shall be conditional upon, the closing of such Pubco Offer and only to the extent necessary to tender or deposit to the Pubco Offer in accordance with the last sentence of Section 3.7(c), or, as applicable, to the extent necessary to exchange the number of Units and shares being repurchased). Nothing in this Section 3.8 shall affect the right of the Managing Member to purchase Units and shares of Class B Stock, to the extent exercised under Section 3.7(g), upon the closing of such Pubco Offer for the amount per share and type of cash or other property as is paid for the Class A Stock in the Pubco Offer. For the avoidance of doubt, in no event shall the holders (other than the Managing Member and its Subsidiaries) of Units and shares of Class B Stock be entitled to receive in such Pubco Offer aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock in connection with a Pubco Offer (it being understood that payments under or in respect of the Tax Receivable Agreements shall not be considered part of any such consideration).

Tender Offers and Other Events with Respect to the Managing Member. In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization recapitalization, merger or similar transaction with respect to Class A Stock (a “Pubco Offer”) (regardless of whether that Pubco Offer is also a Disposition Event) is proposed by the Managing Member or is proposed to the Managing Member or its stockholders and approved by the board of directors of the Managing Member or is otherwise effected or to be effected with the consent or approval of the board of directors of the Managing Member, the holders Members (other than the Managing Member and its Subsidiaries) of Units and shares of Class B Stock shall be permitted to participate in such Pubco Offer by delivery of a contingent Exchange Notice in accordance with the last sentence of Section 3.7(c3.6(f). In the case of a Pubco Offer proposed by the Managing Member, the Managing Member 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 Members (other than the Managing Member and its Subsidiaries) of Units and shares of Class B Stock to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Stock without discrimination; provided that, without limiting the generality of this sentence, the Managing Member will use its reasonable best efforts expeditiously and in good faith to ensure that such holders of Units may participate in each such Pubco Offer without being required to exchange Units and shares of Class B Stock (or, if so required, to ensure that any such exchange shall be effective only upon, and shall be conditional upon, the closing of such Pubco Offer and only to the extent necessary to tender or deposit to the Pubco Offer in accordance with the last sentence of Section 3.7(c3.6(f), or, as applicable, to the extent necessary to exchange the number of Units and shares being repurchasedpurchased). Nothing in this Section 3.8 shall affect the right of the Managing Member to purchase Units and shares of Class B Stock, to the extent exercised under Section 3.7(g), upon the closing of such Pubco Offer for the amount per share and type of cash or other property as is paid for the Class A Stock in the Pubco Offer. For the avoidance of doubt, in no event shall the holders Members (other than the Managing Member and its Subsidiaries) of Units and shares of Class B Stock be entitled to receive in such Pubco Offer aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock in connection with a Pubco Offer (it being understood that that, for this purpose, payments under or in respect of the Tax Receivable Agreements Agreement shall not be considered part of any such consideration).