Common use of The Corporation’s Common Unit Agreements Clause in Contracts

The Corporation’s Common Unit Agreements. Following the Recapitalization, the Corporation will acquire (i) [•] newly issued Common Units in exchange for a portion of the IPO Net Proceeds payable to the Company upon consummation of the IPO pursuant to the IPO Common Unit Subscription Agreement with the Company (the “IPO Common Unit Subscription”) and (ii) [•] existing Common Units from certain Members in exchange for a portion of the IPO Net Proceeds payable to such Members upon consummation of the IPO pursuant to the IPO Common Unit Purchase Agreement with those Members (the “IPO Common Unit Purchase”). The IPO Common Unit Subscription and the IPO Common Unit Purchase shall be reflected on the Schedule of Members. In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in whole or in part, upon the exercise of the Over-Allotment Option, the Corporation will contribute the Over-Allotment Option Net Proceeds to the Company in exchange for a number of newly issued Common Units equal to the number of shares of Class A Common Stock issued by the Corporation in such exercise of the Over-Allotment Option pursuant to the IPO Common Unit Subscription Agreement, and such issuance of additional Common Units shall be reflected on the Schedule of Members. For the avoidance of doubt, the Corporation shall be admitted as a Member with respect to all Common Units it holds from time to time.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Funko, Inc.)

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The Corporation’s Common Unit Agreements. Following the Recapitalization, immediately upon the Effective Time, the Corporation will acquire (i) [•] newly issued Common Units in exchange for contribute a portion of the IPO Net Proceeds payable to the Company upon consummation of the IPO in exchange for [·] newly issued Common Units pursuant to the IPO Common Unit Subscription Agreement with the Company (the “IPO Common Unit Subscription”) ), and (ii) [•] existing Common Units from certain Members in exchange for a use the remaining portion of the IPO Net Proceeds payable to pay the Selling Members for the number of Common Units owned by such Selling Members upon consummation of the IPO as set forth opposite such Selling Member’s name on Schedule [·] pursuant to the IPO Common Unit Purchase Agreement with those Members (the “IPO Common Unit Purchase”). The IPO Common Unit Subscription and the IPO Common Unit Purchase shall be reflected on the Schedule of Members. In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in whole or in part, upon the exercise of the Over-Allotment Option, the Corporation will contribute the Over-Allotment Option Net Proceeds to the Company in exchange for a number of newly issued Common Units equal to the number of shares of Class A Common Stock issued by the Corporation in such exercise of the Over-Allotment Option pursuant to the IPO Common Unit Subscription Agreement, and such issuance of additional Common Units shall be reflected on the Schedule of Members. For the avoidance of doubt, the Corporation shall be admitted as a Member with respect to all Common Units it holds from time to time.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Camping World Holdings, Inc.)

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The Corporation’s Common Unit Agreements. Following the Recapitalization, the Corporation will acquire (i) [•] newly issued Common Units in exchange for a portion of the IPO Net Proceeds payable to the Company upon consummation of the IPO pursuant to the IPO Common Unit Subscription Agreement with the Company (the “IPO Common Unit Subscription”) and (ii) [•] existing Common Units from certain Members in exchange for a portion of the IPO Net Proceeds payable to such Members upon consummation of the IPO pursuant to the IPO Common Unit Purchase Agreement with those Members (the “IPO Common Unit Purchase”). The IPO Common Unit Subscription and the IPO Common Unit Purchase shall be reflected on the Schedule of Members. In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in whole or in part, upon the exercise of the Over-Allotment Option, the Corporation will (a) contribute a portion of the Over-Allotment Option Net Proceeds to the Company in exchange for a number of newly issued Common Units pursuant to the IPO Common Unit Subscription Agreement, and such issuance of additional Common Units shall be reflected on the Schedule of Members (the “Over-Allotment Contribution”) and (b) use a portion of the Over-Allotment Option Net Proceeds to purchase existing Common Units from certain Members pursuant to the IPO Common Unit Purchase Agreement, and such purchase of existing Common Units shall be reflected on the Schedule of Members (the “Over-Allotment Purchase”). The number of Common Units (x) issued in the Over-Allotment Contribution and (y) purchased in the Over-Allotment Purchase, in the aggregate, shall be equal to the number of shares of Class A Common Stock issued by the Corporation in such exercise of the Over-Allotment Option pursuant to the IPO Common Unit Subscription Agreement, and such issuance of additional Common Units shall be reflected on the Schedule of MembersOption. For the avoidance of doubt, the Corporation shall be admitted as a Member with respect to all Common Units it holds from time to time.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Funko, Inc.)

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