Exchange of Class B Units Clause Samples
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Exchange of Class B Units. (a) Subject to the provisions in this Article II and the provisions of the Vine Holdings LLC Agreement, each Investment Entity shall be entitled to exchange Class B Units (together with the same number of shares of Class B Common Stock) held by such Investment Entity at any time and from time to time. Each Investment Entity may surrender Class B Units (together with the same number of shares of Class B Common Stock) to Vine Holdings in exchange for either (i) the delivery by Vine Holdings of a number of shares of Class A Common Stock equal to the product of (A) such number of Class B Units surrendered multiplied by (B) the Exchange Rate or (ii), at the Issuer’s election, the delivery by Vine Holdings of cash equal to the Cash Election Amount calculated with respect to such Exchange (each, an “Exchange”). For the avoidance of doubt, if at any time an Investment Entity surrenders all of its Class B Units to Vine Holdings, it must concurrently surrender all shares of Class B Common Stock then held by it to Vine Holdings.
(b) On the date the Class B Units are surrendered pursuant to an Exchange (the “Exchange Date”), the Issuer shall be entitled to elect (a “Cash Election”) to settle the Exchange by the delivery to the Investment Entity participating in such Exchange (in the manner provided for in Section 2.2(a)), in lieu of the applicable number of shares of Class A Common Stock that would be received in such Exchange, an amount of cash equal to the Cash Election Amount for such Exchange. In order to make a Cash Election with respect to an Exchange, the Issuer must provide written notice (a “Cash Election Notice”) of such election to the Investment Entity participating in the Exchange prior to 1:00 pm, Houston time, on the Business Day after the date on which such Class B Units (together with the same number of shares of Class B Common Stock) shall have been received by Vine Holdings. If the Issuer fails to provide such written notice prior to such time, it shall not be entitled to make a Cash Election with respect to such Exchange.
(c) Following settlement of the Exchange, whether by delivery of Class A Common Stock or exercise of a Cash Election, (i) all rights of the Investment Entity participating in such Exchange as holder of such exchanged Class B Units and shares of such exchanged Class B Common Stock shall cease and Vine Holdings shall deliver such exchanged Class B Units and such exchanged shares of Class B Common Stock to the Issuer for no additiona...
Exchange of Class B Units. The Company shall, or shall cause one of its Subsidiaries to effect, concurrently with the Closing and effective immediately prior to the Closing, the mandatory exchange of any outstanding Class B Units for Company Class A Common Stock, pursuant to Section 2.1(b) of the Exchange Agreement and the resulting cancellation of the Class B Units and Class B Common Stock pursuant to Sections 2.1(b) and (c) of the Exchange Agreement, Section 3.2(a)(1) of the Second Amended and Restated Limited Liability Company Agreement of Worldpay Holding, LLC and Article IV, Section (3)(e)(3) of the Company Charter.
Exchange of Class B Units. Holder’s Class B Units shall be exchanged for ▇▇▇▇▇▇ common stock (i) prior to the effective time of the Merger, or (ii) if not previously exchanged, subject to the consummation of the Merger, immediately prior to the effective time of the Merger, in each case in accordance with the Purchase Agreement and the LLC Agreement.
Exchange of Class B Units. (a) Upon the terms and subject to the conditions of this Agreement, each Holdings Unitholder shall be entitled at any time and from time to time to effect an Exchange. In the event a Holdings Unitholder wishes to effect an Exchange, such Holdings Unitholder shall (i) deliver to Holdings and the Company an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units to Holdings (and surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing a corresponding number of shares of Class B Common Stock) (in each case, free and clear of all Liens), in each case, to Holdings’ and the Company’s addresses set forth in Section 3.6(b). In consideration for such surrender, the exchanging Holdings Unitholder shall be entitled to the issuance by the Company to such Holdings Unitholder of a number of shares of Class A Common Stock equal to (I) the number of Class B Units exchanged multiplied by (II) the Exchange Rate, and concurrently with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled, without any action on the part of any Person, including the Company or Holdings). Each such Exchange shall to the extent permitted by law be treated for U.S. income tax reporting purposes as a taxable exchange of the Holdings Unitholder’s Class B Units for Class A Common Stock. For the avoidance of doubt, the number of Class B Units exchanged by such Holdings Unitholder shall include all amounts that may be allocated to the Applicable GP (as defined in the Continuing Investor Partnership LPA) as carried interest in respect of the Class B Units so exchanged by the Holdings Unitholder following conversion.
(b) Following the delivery of the Exchange Notice, the Company shall deliver or cause to be delivered the number of shares of Class A Common Stock deliverable upon such Exchange as promptly as practicable after the Exchange Date (but not later than the close of business on the Business Day immediately following the Exchange Date), at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Company), registered in the name of the relevant exchanging Holdings Unitholder (or in such other name as is requested in writing by the Holdings Unitholder), ...
Exchange of Class B Units. Notwithstanding anything otherwise to the contrary in this Article IX, each Member holding Class B Units may Transfer such Class B Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided, that such Exchange Transactions shall be effected in compliance with reasonable policies that the Initial Member may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers) in its reasonable discretion; provided, further, that if such policies conflict with the terms of the Exchange Agreement, the provisions of the Exchange Agreement shall apply in lieu thereof to any Exchange Transaction to the extent of such conflict.
Exchange of Class B Units. Following the delivery of any Exchange Notice (as defined in the Exchange Agreement), the Company shall deliver or cause to be delivered the number of Class A Shares deliverable upon such Exchange (as defined in the Exchange Agreement), in each case, subject to the terms and conditions of the Exchange Agreement.
Exchange of Class B Units. Prior to the Recapitalization Transactions, on the Closing Date, the Partnership shall issue Class A Units and Preferred Units to each Existing Investor that holds Class B Units prior to the execution of this Agreement, in each case in the amounts set forth opposite such Existing Investor's name on the Schedule of Existing Class B Unit Exchanges, in exchange for all of the Class B Units held by such Existing Investor immediately prior to the execution of this Agreement.
Exchange of Class B Units