Common use of Exchange Consideration Clause in Contracts

Exchange Consideration. On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

Exchange Consideration. On the Exchange Date or promptly after an Change of Control Exchange Date, as applicable, provided the Partnership Company Unitholder has satisfied its obligations under Section 2.1(b)(i2.1(a)(ii) or Section 2.1(c), as applicable, the Company shall cause or the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable ExchangeCorporation, or, if the Company has so electedas applicable, shall deliver or cause to be delivered to such Partnership Company Unitholder (or its designee), at the address set forth on Schedule A to the LLC Agreement (or at such other address as such party may designate to the Company), either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Company Corporation shall have the right but not the obligation (in lieu of the PartnershipCompany) to have either the Corporation or, at the option of the Corporation, any Subsidiary acquire the Company acquire Exchangeable Units any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) or the Corporation is requiring to be exchanged pursuant to Section 2.1(b) directly from an exchanging Partnership such Company Unitholder in exchange for shares of Class A Common Stock or, in the case of an exchange pursuant to Section 2.1(a), at the option of the CompanyCorporation, the Cash Settlement. If an exchanging Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder it is entitled to receive in connection with an Exchange pursuant to Section 2.1(a) from the Company Corporation or any Subsidiary pursuant to this Section 2.1(c2.1(d), the Partnership Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c2.1(d) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership Company, the Corporation or the Company exchanging Subsidiary will, pursuant to upon the Exchange Notice submitted by the Partnership written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Company Unitholder in the Exchange Notice. Upon any a Company Unitholder exercising its right to Exchange or the occurrence of a Change of Control Exchange, the Partnership Company, the Corporation or the Companyexchanging Subsidiary, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

Exchange Consideration. On or promptly after (i) Unless the Company elects to settle an Exchange in cash as provided below, on an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership LLC Unitholder (or its designee), at the Cash Settlementaddress set forth on the applicable Exchange Notice, certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging LLC Unitholder (or its designee). Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the PartnershipLLC) to have the Company acquire Exchangeable Units directly from an exchanging Partnership LLC Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash SettlementStock. If an exchanging Partnership LLC Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership LLC Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership LLC Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership LLC or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership LLC or the Company will, pursuant to upon the Exchange Notice submitted by the Partnership written instruction of an exchanging LLC Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership LLC Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership LLC Unitholder in the Exchange Notice. Upon any Exchange, the Partnership LLC or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership LLC Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership LLC Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and 2.1. (Bii) may be reasonably within its control that would cause such Exchange to be treated for purposes In lieu of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of delivering shares of Class A Common Stock as provided in clause (i) immediately above, the LLC may elect to settle an Exchange in cash equal to the number Cash Settlement Amount by giving written notice of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by election to the LLC Unitholder on or prior to the Business Day that is immediately before the applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership UnitholderExchange Date.

Exchange Consideration. On the Exchange Date or promptly after an Change of Control Exchange Date, as applicable, provided the Partnership Company Unitholder has satisfied its obligations under Section 2.1(b)(i)2.1(a)(ii) or Section 2.1(b)(v) , as applicable, the Company shall cause or the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable ExchangeCorporation, or, if the Company has so electedas applicable, shall deliver or cause to be delivered to such Partnership Company Unitholder (or its designee), at the address set forth on the applicable Exchange Notice, either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Company Corporation shall have the right but not the obligation (in lieu of the PartnershipCompany) to have the Corporation acquire the Company acquire Exchangeable Units and, as to Company Class B Units, Class B Common Stock any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) or the Corporation is requiring to be exchanged pursuant to Section 2.1(b) directly from an exchanging Partnership such Company Unitholder in exchange for shares of Class A Common Stock or, in the case of an exchange pursuant to Section 2.1(a) , at the option of the CompanyCorporation, the Cash Settlement. If an exchanging Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Company Unitholder is entitled to receive in connection with an Exchange pursuant to Section 2.1(a) from the Company Corporation pursuant to this Section 2.1(c)) , the Partnership Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership Company or the Company Corporation will, pursuant to upon the Exchange Notice submitted by the Partnership written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company [Signature Page to Exchange Agreement] designated by such exchanging Partnership Company Unitholder in the Exchange Notice. Upon any a Company Unitholder exercising its right to Exchange or the occurrence of a Change of Control Exchange, the Partnership Company or the CompanyCorporation, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 , and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

Exchange Consideration. On or promptly after an the Exchange Date, provided the Partnership Company Unitholder has satisfied its obligations under Section 2.1(b)(i2.1(a)(ii), the Company shall cause or the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable ExchangeCorporation, or, if the Company has so electedas applicable, shall deliver or cause to be delivered to such Partnership Company Unitholder (or its designee), at the address set forth on the applicable Exchange Notice, either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Company Corporation shall have the right but not the obligation (in lieu of the PartnershipCompany) to have the Corporation acquire the Company acquire Exchangeable Units and, as to Company Class B Units, Class B Common Stock any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) directly from an exchanging Partnership such Company Unitholder in exchange for shares of Class A Common Stock or, at the option of the CompanyCorporation, the Cash Settlement. If an exchanging Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Company Unitholder is entitled to receive from the Company Corporation pursuant to this Section 2.1(c2.1(b), the Partnership Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c2.1(b) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership Company or the Company Corporation will, pursuant to upon the Exchange Notice submitted by the Partnership written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Company Unitholder in the Exchange Notice. Upon any a Company Unitholder exercising its right to Exchange, the Partnership Company or the CompanyCorporation, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company Corporation elects a Cash Settlement, the Company Corporation shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts or commissions and brokers’ fees or commissions, if applicable) from the sale by the Company Corporation of a number of shares of Class A Common Stock equal to the number of Company Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

Exchange Consideration. On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), at the address set forth on the applicable Exchange Notice, either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Partnership Unitholder (or its designee) or, if the Company has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units and corresponding Class B Common Stock directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to upon the Exchange Notice submitted by the written instruction of an exchanging Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash SettlementSettlement (plus an amount that is equal to $0.001 multiplied by the number of shares of Class B Common Stock included in the Exchange). Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

Exchange Consideration. On or promptly after an the Exchange Date, provided the Partnership Company Unitholder has satisfied its obligations under Section 2.1(b)(i2.1(a)(ii), the Company shall cause or the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable ExchangeCorporation, or, if the Company has so electedas applicable, shall deliver or cause to be delivered to such Partnership Company Unitholder (or its designee), at the address set forth on the applicable Exchange Notice, either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Company Corporation shall have the right but not the obligation (in lieu of the PartnershipCompany) to have the Corporation acquire the Company acquire Exchangeable Units and, as to Company Class B Units, Class B Common Stock any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) directly from an exchanging Partnership such Company Unitholder in exchange for shares of Class A Common Stock or, at the option of the CompanyCorporation, the Cash Settlement. If an exchanging Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Company Unitholder is entitled to receive from the Company Corporation pursuant to this Section 2.1(c2.1(b), the Partnership Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c2.1(b) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership Company or the Company Corporation will, pursuant to upon the Exchange Notice submitted by the Partnership written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Company Unitholder in the Exchange Notice. Upon any a Company Unitholder exercising its right to Exchange, the Partnership Company or the CompanyCorporation, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

Exchange Consideration. On or promptly after an the Exchange Date, provided the Partnership Company Unitholder has satisfied its obligations under Section 2.1(b)(i)2.1(a)(ii) , the Company shall cause or the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable ExchangeCorporation, or, if the Company has so electedas applicable, shall deliver or cause to be delivered to such Partnership Company Unitholder (or its designee), at the address set forth on the applicable Exchange Notice, either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Company Corporation shall have the right but not the obligation (in lieu of the PartnershipCompany) to have the Corporation acquire the Company acquire Exchangeable Units and, as to Company Class B Units, Class B Common Stock any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) directly from an exchanging Partnership such Company Unitholder in exchange for shares of Class A Common Stock or, at the option of the CompanyCorporation, the Cash Settlement. If an exchanging Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Company Unitholder is entitled to receive from the Company Corporation pursuant to this Section 2.1(c)2.1(b) , the Partnership Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c2.1(b) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership Company or the Company Corporation will, pursuant to upon the Exchange Notice submitted by the Partnership written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Company Unitholder in the Exchange Notice. Upon any a Company Unitholder exercising its right to Exchange, the Partnership Company or the CompanyCorporation, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 , and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

Exchange Consideration. On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), at the address set forth on the applicable Exchange Notice, either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Partnership Unitholder (or its designee) or, if the Company has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units and corresponding Class B Common Stock directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to upon the Exchange Notice submitted by the written instruction of an exchanging Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash SettlementSettlement (plus an amount that is equal to $0.001 multiplied by the number of shares of Class B shares Common Stock included in the Exchange). Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

Exchange Consideration. On the Exchange Date or promptly after an Change of Control Exchange Date, as applicable, provided the Partnership Company Unitholder has satisfied its obligations under Section 2.1(b)(i2.1(a)(ii) or Section 2.1(c)(v), as applicable, the Company shall cause or the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable ExchangeCorporation, or, if the Company has so electedas applicable, shall deliver or cause to be delivered to such Partnership Company Unitholder (or its designee), at the address set forth on the applicable Exchange Notice, either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Company Corporation shall have the right but not the obligation (in lieu of the PartnershipCompany) to have the Corporation acquire the Company acquire Exchangeable Units and, as to Company Class B Units, Class B Common Stock any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) or the Corporation is requiring to be exchanged pursuant to Section 2.1(b) directly from an exchanging Partnership such Company Unitholder in exchange for shares of Class A Common Stock or, in the case of an exchange pursuant to Section 2.1(a), at the option of the CompanyCorporation, the Cash Settlement. If an exchanging Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Company Unitholder is entitled to receive in connection with an Exchange pursuant to Section 2.1(a) from the Company Corporation pursuant to this Section 2.1(c2.1(d), the Partnership Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c2.1(d) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership Company or the Company Corporation will, pursuant to upon the Exchange Notice submitted by the Partnership written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Company Unitholder in the Exchange Notice. Upon any a Company Unitholder exercising its right to Exchange or the occurrence of a Change of Control Exchange, the Partnership Company or the CompanyCorporation, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

Exchange Consideration. On or promptly after an the Exchange Date, Change of Control Exchange Date or Mandatory Exchange Date, as applicable, provided the Partnership Company Unitholder has satisfied its obligations under Section 2.1(b)(i2.1(a)(ii) or Section 2.1(d), as applicable, the Company shall cause or the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable ExchangeCorporation, or, if the Company has so electedas applicable, shall deliver or cause to be delivered to such Partnership Company Unitholder (or its designee), at the Cash Settlementaddress set forth on Schedule A to the LLC Agreement (or at such other address as such party may designate to the Company), certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee). Notwithstanding the foregoing, the Company Corporation shall have the right but not the obligation (in lieu of the PartnershipCompany) to have acquire the Company acquire Exchangeable Units any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) directly from an exchanging Partnership such Company Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash SettlementStock. If an exchanging Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder it is entitled to receive in connection with an Exchange pursuant to Section 2.1(a) from the Company Corporation pursuant to this Section 2.1(c2.1(e), the Partnership Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c2.1(e) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership Company or the Company Corporation will, pursuant to upon the Exchange Notice submitted by the Partnership written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Company Unitholder in the Exchange Notice. Upon any a Company Unitholder exercising its right to Exchange or the occurrence of a Mandatory Exchange or Change of Control Exchange, the Partnership Company or the CompanyCorporation, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.