Common use of Up-C Structure Clause in Contracts

Up-C Structure. The foregoing provisions of this Article VI are subject to the restrictions with respect to redemption and repurchase set forth in Section 3.03 of the LLC Agreement. In the event Echo elects to exercise the Management Call Option, the Company (or its designated affiliate) will have the right to purchase for cash (or such other form of payment as set forth in Section 6.5) all or any portion of the Units underlying such Purchased Management Shares held by Echo. In the event the Company elects to purchase all or any portion of the Units held by Echo underlying the Purchased Management Shares, Echo will use the proceeds to purchase the Purchased Management Shares. In the event that Echo is required pursuant to Section 6.7 to purchase Echo Shares, then substantially simultaneously with such purchase, the Company agrees to redeem, repurchase or otherwise acquire from Echo an equal number of Units for an aggregate price equal to the Fair Market Value of the Echo Shares being purchased calculated as set forth in Section 6.7. In the event payment is made on a promissory note pursuant to Section 6.5 issued by Echo or the Company, as applicable, then the Company or Echo, as applicable, will enter into a promissory note with the same aggregate principal amount and terms as specified in Section 6.5.