Common use of Transfers and Other Actions in Connection with Public Offering Clause in Contracts

Transfers and Other Actions in Connection with Public Offering. If, in order to facilitate a Public Offering that has been approved by the Board in a manner that does not violate Section 2.2, the Board determines that it is necessary or advisable to convert the Company into a corporation, to cause the outstanding equity securities of the Company to be contributed to a corporation (including, without limitation, the contribution of such equity interests to one of the THL Corporate Holders), or to effect a transaction having a similar effect, each Securityholder will cooperate to effect the actions requested by the Board in connection with any such transaction; provided, however, that if a Securityholder is to receive any new Securities in such transaction in replacement of Securities held by the Securityholder prior to such transaction, the Board shall have determined in good faith that any such Securities to be received have a fair value at least equal to the fair value of the Securities so replaced. The Company shall use commercially reasonable efforts to structure any such transaction in a manner that minimizes any adverse tax consequences to THL, RGHI or Xxxxxxx and his Family Group, to the extent such structure does not have a negative impact on the Company, any successor through which a Public Offering is to be consummated, or the proposed Public Offering; provided, however, that RGHI (or its stockholder, to the extent the stockholder shall then be a holder of interests in the Company) shall be required to contribute, and to cause any of its subsidiaries that holds an interest in the Company to contribute, its interests in the Company to a new corporation or a THL Corporate Holder (the "IPO Vehicle") in connection with a proposed Public Offering, and the structure of such Public Offering shall not involve a contribution (an "RGHI Stock Contribution") of the outstanding capital stock of RGHI to a new corporation or a THL Corporate Holder unless (i) at the time of such contribution, (w) neither RGHI nor any of its subsidiaries has any assets other than its interest in the Company or any liabilities (contingent or otherwise), (x) neither the IPO Vehicle nor any of its subsidiaries (including the Company) would suffer any adverse tax consequence (other than the failure to obtain an additional step-up in tax basis in amortizable assets) by reason of an RGHI Stock Contribution and its continued

Transfers and Other Actions in Connection with Public Offering. If, in order to facilitate a Public Offering that has been approved by the Board in a manner that does not violate Section 2.2, the Board determines that it is necessary or advisable to convert the Company into a corporation, to cause the outstanding equity securities of the Company to be contributed to a corporation (including, without limitation, the contribution of such equity interests to one of the THL Corporate Holders), or to effect a transaction having a similar effect, each Securityholder will cooperate to effect the actions requested by the Board in connection with any such transaction; provided, however, that if a Securityholder is to receive any new Securities in such transaction in replacement of Securities held by the Securityholder prior to such transaction, the Board shall have determined in good faith that any such Securities to be received have a fair value at least equal to the fair value of the Securities so replaced. The Company shall use commercially reasonable efforts to structure any such transaction in a manner that minimizes any adverse tax consequences to THL, RGHI or Xxxxxxx and his Family Group, to the extent such structure does not have a negative impact on the Company, any successor through which a Public Offering is to be consummated, or the proposed Public Offering; provided, however, that RGHI (or its stockholder, to the extent the stockholder shall then be a holder of interests in the Company) shall be required to contribute, and to cause any of its subsidiaries that holds an interest in the Company to contribute, its interests in the Company to a new corporation or a THL Corporate Holder (the "IPO Vehicle") in connection with a proposed Public Offering, and the structure of such Public Offering shall not involve a contribution (an "RGHI Stock Contribution") of the outstanding capital stock of RGHI to a new corporation or a THL Corporate Holder unless (i) at the time of such contribution, (w) neither RGHI nor any of its subsidiaries has any assets other than its interest in the Company or any liabilities (contingent or otherwise), (x) neither the IPO Vehicle nor any of its subsidiaries (including the Company) would suffer any adverse tax consequence (other than the failure to obtain an additional step-up in tax basis in amortizable assets) by reason of an RGHI Stock Contribution and its continuedcontinued operation of the business of the Company that would not have been incurred had RGHI (and any subsidiary thereof) contributed its interest in the Company to the IPO Vehicle, (y) Xxxxxxx executes an agreement, in form and substance satisfactory to THL, pursuant to which, among other things, he will indemnify and hold harmless the IPO Vehicle and its subsidiaries and affiliates from and against any and all Losses (as defined herein) that may arise by reason of any asset of RGHI or its subsidiaries (other than their respective interests in the Company), any liability of RGHI or its subsidiaries, or any adverse tax consequence described in clause (x) above, and (z) the managing underwriter shall have determined that an RGHI Stock Contribution would not adversely affect the proposed Public Offering, and (ii) prior to such contribution, THL shall have had a full opportunity to conduct due diligence with respect to RGHI and its subsidiaries to confirm all of the foregoing.

Transfers and Other Actions in Connection with Public Offering. If(a) Prior to the third anniversary of the Effective Date and other than with respect to an IPO in connection with or following a Large Acquisition: subject to Section 4.09(g), in order to facilitate a Public Offering that has been approved by if the Board in a manner that of Directors has approved the IPO where CDEC does not violate retain a majority of the voting rights with respect to the Units, CDEC shall prior to consummating any such IPO afford FNBO the right to exercise its Right of First Purchase with respect to all Units owned by CDEC, its Affiliates or others. The purchase price for such Units shall be determined based on the valuation process set forth for a Buy Out under Section 2.26.03(f). (b) If the Company undertakes an IPO approved in accordance with this Agreement, the Board determines that it is necessary or advisable to convert the Company into a corporationMembers shall take such actions, to cause the outstanding equity securities of including causing the Company to contribute the operating business into a successor corporation, as may be contributed necessary to give effect to such IPO; provided that reasonable efforts shall be made at the request of any Member to allow such Member to convert its Units into an interest in any successor corporation on a tax-free basis (excepting any tax attributable to any deemed distribution to FNBO pursuant to Section 752) (“Tax-Free Basis”), and provided further that no such action shall be taken if such structure shall adversely affect any Member (other than “adverse” tax effects that are inherent in using a corporate form as opposed to a corporation partnership (including, without limitation, the contribution of such equity interests to one of the THL Corporate Holdersfor tax purposes) form), or to effect a transaction having a similar effect, each Securityholder will cooperate to effect the actions requested by the Board in connection with any such transaction; provided, however, it being understood that if the IPO restructuring is not effected on a Securityholder is Tax-Free Basis with respect to receive any new Securities in such transaction in replacement of Securities held by the Securityholder prior to such transactionMember, the Board shall have determined in good faith that any such Securities to be received have a fair value at least equal to the fair value of the Securities so replaced. The Company CDEC shall use its commercially reasonable efforts to structure any such transaction in have the IPO entity enter into a manner that minimizes any adverse “tax consequences to THL, RGHI receivable agreement” or Xxxxxxx and his Family Group, to the extent such structure does not have a negative impact on the Company, any successor through which a Public Offering is to be consummated, or the proposed Public Offering; provided, however, that RGHI (or its stockholder, to the extent the stockholder shall then be a holder of interests in the Company) shall be required to contribute, and to cause any of its subsidiaries that holds an interest in the Company to contribute, its interests in the Company to a new corporation or a THL Corporate Holder (the "IPO Vehicle") in connection with a proposed Public Offering, and the structure of such Public Offering shall not involve a contribution (an "RGHI Stock Contribution") of the outstanding capital stock of RGHI to a new corporation or a THL Corporate Holder unless (i) at the time of such contribution, (w) neither RGHI nor any of its subsidiaries has any assets other than its interest in otherwise compensate the Company or the Members for tax attributes or benefits provided to such entity (other than tax attributes or benefits attributable to any liabilities (contingent or otherwisedeemed distribution to FNBO pursuant to Section 752), (x) neither e.g., tax benefits received by the IPO Vehicle nor entity upon the taxable exchange of Company interests by such Members for IPO entity shares, without adversely affecting the IPO price or terms, and any such agreements or compensation shall be issued to the Members who provided such tax attributes or benefits in accordance with the amount of its subsidiaries (including the Company) would suffer any adverse tax consequence (other than the failure to obtain an additional step-up in tax basis in amortizable assets) attributes or benefits provided by reason of an RGHI Stock Contribution and its continuedeach such Member.)