Common use of Exchange of Units Clause in Contracts

Exchange of Units. (a) Subject to adjustment as provided in Section 3.6(g), each Member shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units. Each such Unit, together with one share of Class B Stock, will be exchangeable for one share of Class A Stock. Each such exchange of Units and Class B Stock for Class A Stock shall be treated for U.S. federal income tax purposes as a taxable exchange of the Member’s Units for Class A Stock and corresponding payments under the Tax Receivable Agreement. (b) In order to exercise the exchange right under Section 3.6(a), the exchanging Member shall present and surrender the certificate or certificates, if any, representing such Units and shares of Class B Stock (in each case, if certificated) during usual business hours at the principal executive offices of the Managing Member, or if any agent for the registration or transfer of shares of Class B Stock is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent, accompanied by written notice (the “Exchange Notice”) to the Managing Member and the Transfer Agent stating that the exchanging Member elects to exchange with the Company a stated number of Units and shares of Class B Stock represented, if applicable, by such certificate or certificates, to the extent specified in such notice, and (if the Class A Stock to be received is to be issued other than in the name of the exchanging Member) specifying the name(s) of the Person(s) in whose name or on whose order the Class A Stock is to be issued. (c) If required by the Managing Member, any Exchange Notice shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Member or such Member’s duly authorized representative. As promptly as practicable after the receipt of such notice and the surrender to the Managing Member or Transfer Agent, if applicable, of the certificate or certificates, if any, representing such Units and shares of Class B Stock (but in any event by the Exchange Date, as defined below), the Managing Member shall issue and deliver to the Company, and the Company shall deliver to such Member, or on such Member’s written order, the number of full shares of Class A Stock issuable upon such exchange, and the Company shall deliver such shares of Class B Stock, which shall be canceled in accordance with the Charter of the Managing Member. To the extent the Class A Stock is settled through the facilities of The Depository Trust Company, the Managing Member will, upon written instruction of the exchanging Member, use its reasonable efforts to deliver the shares of Class A Stock deliverable to such exchanging Member through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Member. (d) Each exchange of Units and shares of Class B Stock shall be deemed to have been effected on (i) (x) the business day after the date on which the Exchange Notice shall have been received by the Managing Member or the Transfer Agent, as applicable, if the Exchange Notice was received prior to 10:00 a.m. (ET) or (y) two business days after the date on which the Exchange Notice shall have been received by the Managing Member or the Transfer Agent, as applicable, if the Exchange Notice was received on or after 10:00 a.m. (ET), subject in each of clauses (x) and (y) to receipt by the Managing Member or the Transfer Agent, as applicable, within three business days thereafter of any required instruments of transfer as aforesaid or (ii) such later date specified in or pursuant to the Exchange Notice (such date identified in clause (i) or (ii), as applicable, the “Exchange Date”), and the Person or Persons in whose name or names any certificate or certificates for shares of Class A Stock (which certificates shall bear any legends as may be required in accordance with applicable Law) shall be issuable upon such exchange as aforesaid shall be deemed to have become, on the Exchange Date, the holder or holders of record of the shares represented thereby. (e) Notwithstanding anything herein to the contrary, any exchanging Member may withdraw or amend an exchange request, in whole or in part, prior to the effectiveness of the exchange, at any time prior to 5:00 p.m. (ET), on the business day immediately preceding the Exchange Date (or any such later time as may be required by applicable Law) by delivery of a written notice of withdrawal to the Managing Member or the Transfer Agent, as applicable, specifying (1) the certificate numbers of the withdrawn Units and shares of Class B Stock (if certificated), (2) if any, the number of Units and shares of Class B Stock as to which the Exchange Notice remains in effect and (3) if the Member so determines, a new Exchange Date or any other new or revised information permitted in an Exchange Notice. (f) An Exchange Notice may specify that the exchange is to be contingent (including as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of shares of the Class A Stock into which the Units and shares of Class B Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property. (g) In the event one class or series of Pubco Common Stock (the “Existing Securities”) is converted into another class or series of Pubco Common Stock (the “New Securities”), then any Member otherwise entitled to receive Existing Securities upon exchange shall instead be entitled to receive on exchange the amount of the New Securities that such Member would have received if the exchange of Units had occurred immediately before the effective date of such event and the Existing Securities received by such Member had been converted into the New Securities. (h) The Managing Member shall at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance upon exchange of Units and Class B Stock, such number of shares of Class A Stock that shall be issuable upon the exchange of all such outstanding Units and Class B Stock; provided, that nothing contained herein shall be construed to preclude the Managing Member from satisfying its obligations in respect of the exchange of the Units for shares of Class A Stock by delivery of purchased shares of Class A Stock which are held in the treasury of the Managing Member. The Managing Member covenants that all shares of Class A Stock that shall be issued upon exchange of Units and Class B Stock shall, upon issuance thereof, be validly issued, fully paid and non-assessable. (i) The issuance of Class A Stock upon exchange of Units and Class B Stock shall be made without charge to the exchanging Members for any stamp or other similar tax in respect of such issuance; provided, however, that if any such shares are to be issued in a name other than that of the exchanging Member, then the Person or Persons requesting the issuance thereof shall pay to the Managing Member the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Managing Member that such tax has been paid or is not payable. (j) The Managing Member and the Company agree that, to the extent that a registration statement under the Securities Act is effective and available for the delivery of shares of Class A Stock to be delivered with respect to any exchange, shares that have been registered under the Securities Act shall be delivered in respect of such exchange. In the event that any exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Member requesting such exchange, the Managing Member shall use commercially reasonable efforts to promptly facilitate such exchange pursuant to any reasonably available exemption from such registration requirements. (k) Notwithstanding any other provision of this Agreement, if a Disposition Event is approved by the Managing Member and consummated in accordance with applicable Law and the Charter of the Managing Member, then, at the request of the Company or the Managing Member (or following such Disposition Event, its successor), each Member shall be required to exchange with the Company or sell to the purchaser or successor of the Managing Member, at any time thereafter, or simultaneously with, the consummation of such Disposition Event, all of such Member’s Units and shares of Class B Stock; provided that this Section 3.6(k) shall not be applicable if the holders of the voting power of the outstanding stock of the Managing Member that are generally entitled to vote in the election of directors prior to such Disposition Event continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such Disposition Event in substantially the same proportions as immediately prior to such Disposition Event. For the avoidance of doubt, in connection with a Disposition Event, in no event shall the Members (other than the Managing Member and its Subsidiaries) be entitled to receive aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock (it being understood that, for this purpose, payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (l) If the Class A Stock is listed on a securities exchange, the Managing Member shall use its reasonable best efforts to cause all Class A Stock issued upon an exchange of Units to be listed on the same securities exchange at the time of such issuance. (m) No adjustments in respect of dividends or distributions on any Unit will be made on the exchange of any Unit. No exchange pursuant to this Section 3.6 shall impair the right of the exchanging Member to receive any distributions payable on the Units so exchanged in respect of a record date that occurs prior to the Exchange Date for such exchange. For the avoidance of doubt, no exchanging Member shall be entitled to receive, in respect of a single record date, distributions or dividends both on Units exchanged by such Member and on Pubco Common Stock received by such Member in such exchange.

Exchange of Units. (a) Subject to adjustment as provided in Section 3.6(g3.7(d) and subject to the Managing Member’s rights described in Section 3.7(g), each Member of the H&F Continuing Members, the Management Members and the eRx Members shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units. Each such UnitUnits (other than any Unvested Units held by the Management Members), as follows: (i) in the case of the H&F Continuing Members and the eRx Members, one Unit together with one share of Class B Stock will be exchangeable for one share of Class A Stock; and (ii) in the case of the Management Members, one Vested Unit together with one share of Class B Stock will be exchangeable for one share of Class A Stock. Each such exchange of Units and Class B Stock for Class A Pubco Common Stock shall be treated for U.S. federal income tax purposes as a taxable exchange sale of the exchanging Member’s Units to the Managing Member in exchange for Class A Stock and corresponding payments under the Tax Receivable AgreementPubco Common Stock. (b) In order to exercise the exchange right under Section 3.6(a3.7(a), the exchanging Member shall present and surrender the certificate or certificates, if any, certificates representing such Units and shares of Class B Stock (in each case, if certificated) during usual business hours at the principal executive offices of the Managing Member, or if any agent for the registration or transfer of shares of Class B Stock is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent, accompanied by written notice (the “Exchange Notice”) to the Managing Member and the Transfer Agent stating that the exchanging Member elects to exchange with the Company a stated number of Units and shares of Class B Stock represented, if applicable, by such certificate or certificates, to the extent specified in such notice, and (if the Class A Stock to be received is to be issued other than in the name of the exchanging Member) specifying the name(s) of the Person(s) in whose name or on whose order the Class A Stock is to be issued. (c) If required by the Managing Member, any Exchange Notice certificate for Units and shares of Class B Stock (in each case, if certificated) surrendered for exchange with the Company shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Member holder of such Units and shares of Class B Stock or such Memberholder’s duly authorized representative. As promptly as practicable after the receipt of such notice and the surrender to the Managing Member or Transfer Agent, if applicable, Company of the certificate or certificates, if any, representing such Units and shares of Class B Stock (but in any event by the Exchange Date, as defined below), the Managing Member shall issue and deliver to the Company, and the Company shall deliver at such office to such Memberholder, or on such Memberholder’s written order, a certificate or certificates, if applicable, for the number of full shares of Class A Stock issuable upon such exchange, and the Company shall deliver such shares of Class B Stock, which shall be canceled in accordance with the Charter of Stock to the Managing Member. To the extent the Class A Stock is settled through the facilities of The Depository Trust Company, the Managing Member will, upon written instruction of the exchanging Member, use its reasonable efforts to deliver the shares of Class A Stock deliverable to such exchanging Member through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Member. (d) Each exchange of Units and shares of Class B Stock shall be deemed to have been effected on (i) (x) the business day Business Day after the date on which the Exchange Notice shall have been received by the Managing Member or the Transfer Agent, as applicable, if the Exchange Notice was received prior to 10:00 a.m. applicable (ET) or (y) two business days after the date on which the Exchange Notice shall have been received by the Managing Member or the Transfer Agent, as applicable, if the Exchange Notice was received on or after 10:00 a.m. (ET), subject in each of clauses (x) and (y) to receipt by the Managing Member or the Transfer Agent, as applicable, within three business days Business Days thereafter of any required instruments of transfer as aforesaid aforesaid) or (ii) such later date specified in or pursuant to the Exchange Notice (such date identified in clause (i) or (ii), as applicable, the “Exchange Date”), and the Person or Persons in whose name or names any certificate or certificates for shares of Class A Stock (which certificates shall bear any legends as may be required in accordance with applicable Law) shall be issuable upon such exchange as aforesaid shall be deemed to have become, on the Exchange Date, the holder or holders of record of the shares represented thereby. (e) . Notwithstanding anything herein to the contrary, any exchanging Member holder may withdraw or amend an exchange request, in whole or in part, prior to the effectiveness of the exchange, at any time prior to 5:00 p.m. (ET)p.m., New York City time, on the business day Business Day immediately preceding the Exchange Date (or any such later time as may be required by applicable Law) by delivery of a written notice of withdrawal to the Managing Member or the Transfer Agent, as applicable, specifying (1) the certificate numbers of the withdrawn Units and shares of Class B Stock (if certificated)Stock, (2) if any, the number of Units and shares of Class B Stock as to which the Exchange Notice remains in effect and (3) if the Member holder so determines, a new Exchange Date or any other new or revised information permitted in an Exchange Notice. (f) . An Exchange Notice may specify that the exchange is to be contingent (including as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of shares of the Class A Stock into which the Units and shares of Class B Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property. (gd) In the event one class or series of Pubco Common Stock (the “Existing Securities”) is converted into another class or series of Pubco Common Stock (the “New Securities”), then any an H&F Continuing Member, Management Member or eRx Member otherwise entitled to receive Existing Securities upon exchange shall instead be entitled to receive on exchange the amount of the New Securities that such Member would have received if the exchange of Units had occurred immediately before the effective date of such event and the Existing Securities received by such Member had been converted into the New Securities. No adjustments in respect of dividends or distributions on any Unit will be made on the exchange of any Unit, and if the Exchange Date with respect to a Unit occurs after the record date for the payment of a dividend or other distribution on Units but before the date of the payment, then the registered Member holding the Unit at the close of business on the record date will be entitled to receive the dividend or other distribution payable on the Unit on the payment date (without duplication of any distribution to which such holder may be entitled under Section 5.2) notwithstanding the exchange of the Unit or the default in payment of the dividend or distribution due on the Exchange Date. (he) The Managing Member shall at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance upon exchange of Units and Class B Stock, such number of shares of Class A Stock that shall be issuable upon the exchange of all such outstanding Units and Class B Stock; provided, that nothing contained herein shall be construed to preclude the Managing Member from satisfying its obligations in respect of the exchange of the Units for shares of Class A Stock by delivery of purchased shares of Class A Stock which are held in the treasury of the Managing Member. The Managing Member covenants that all shares of Class A Stock that shall be issued upon exchange of Units and Class B Stock shall, upon issuance thereof, be validly issued, fully paid and non-assessable. (if) The issuance of Class A Stock upon exchange of Units and Class B Stock shall be made without charge to the exchanging Members for any stamp or other similar tax in respect of such issuance; provided, however, that if any such shares are to be issued in a name other than that of the exchanging Member, then the Person or Persons requesting the issuance thereof shall pay to the Managing Member the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Managing Member that such tax has been paid or is not payable. (jg) The (i) Notwithstanding anything to the contrary in this Section 3.7, but subject to Section 3.7(h), an exchanging Member shall be deemed to have offered to sell its or his Units (other than any Unvested Unit) and Class B Stock as described in the Exchange Notice to the Managing Member, and the Managing Member may, in its sole and the Company agree thatabsolute discretion, solely by means of delivery of Call Election Notices and/or Revocation Notices in accordance with, and subject to the extent that a registration statement under terms of, this Section 3.7(g), elect to purchase directly and acquire such Units and Class B Stock on the Securities Act is effective Exchange Date by paying to the exchanging Member either (at the option of the Managing Member in its sole and available absolute discretion as specified in the then-applicable Call Election Notice) (x) the Cash Amount for the delivery shares of Class A Stock such exchanging Member would otherwise receive pursuant to Section 3.7(a) or (y) that number of shares of Class A Stock such exchanging Member would otherwise receive pursuant to be delivered with respect to any exchangeSection 3.7(a), shares that have been registered under whereupon the Securities Act Managing Member shall, in the case of each of clauses (x) and (y), acquire the Units and Class B Stock offered for exchange by the exchanging Member and shall be delivered in respect treated for all purposes of this Agreement as the owner of such exchangeUnits and Class B Stock. Notwithstanding the foregoing, any purchase by the Managing Member of Units and Class B Stock that would otherwise be exchanged for shares of Class A Stock in connection with and sold in a Pubco Offer shall be for the same amount and type of consideration that the Member would have received in the Pubco Offer. In the event that any exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Member requesting such exchange, the Managing Member shall use commercially reasonable efforts exercise its right to promptly facilitate such exchange pursuant to any reasonably available exemption from such registration requirements. (k) Notwithstanding any other provision purchase Units and Class B Stock in the manner described in the first sentence of this AgreementSection 3.7(g), if a Disposition Event is approved by each of the exchanging Member, the Company and the Managing Member, as the case may be, shall treat the transaction between the Managing Member and consummated in accordance with applicable Law and the Charter exchanging Member for federal income tax purposes as a sale of the Managing Member, then, at the request of the Company or the Managing Member (or following such Disposition Event, its successor), each Member shall be required to exchange with the Company or sell to the purchaser or successor of the Managing Member, at any time thereafter, or simultaneously with, the consummation of such Disposition Event, all of such exchanging Member’s Units and Class B Stock to the Managing Member. For purposes of this Section 3.7, “Cash Amount” means (A) only if the Exchange Notice for the relevant exchange provides that the exchange is to be contingent upon the consummation of a purchase by another Person (whether in a tender or exchange offer or otherwise) of shares of the Class B A Stock; provided that this Section 3.6(k) shall not be applicable if , the holders amount and type of the voting power of the outstanding stock of the Managing Member that are generally entitled to vote in the election of directors prior to such Disposition Event continue to hold a majority of the voting power of the surviving entity cash or other property (or its parentcombination of types of property) resulting from such Disposition Event in substantially to which the same proportions as immediately prior to such Disposition Event. For the avoidance of doubt, in connection with a Disposition Event, in no event shall the Members (other than the Managing exchanging Member and its Subsidiaries) would be entitled to receive aggregate consideration for each Unit and corresponding share in such purchase; or (B) otherwise, the amount of Class B Stock that is greater than the consideration payable in respect of each cash per share of Class A Stock (it being understood that, for this purpose, payments under or in respect equal to the Volume Weighted Average Price of the Tax Receivable Agreement shall not be considered part such share of any such consideration). (l) If the Class A Stock on the date that the Exchange Notice is listed on a securities exchange, delivered to the Company. The Managing Member shall use its reasonable best efforts to cause all may only pay the Cash Amount from proceeds of offerings of a number of shares of Class A Stock issued upon an exchange equal to the number of Units to be listed on the same securities exchange at the time of such issuance. (m) No adjustments in respect of dividends or distributions on any Unit will be made on the exchange of any Unit. No exchange pursuant to this Section 3.6 shall impair the right of the exchanging Member to receive any distributions payable on the Units so exchanged in respect of a record date that occurs prior to the Exchange Date for such exchange. For the avoidance of doubt, no exchanging Member shall be entitled to receive, in respect of a single record date, distributions or dividends both on Units exchanged covered by such Member and on Pubco Common Stock received by such Member in such exchangeExchange Notice or pro rata distributions under Section 5.1(c).

Exchange of Units. (a) Subject to adjustment as provided in Section 3.6(g10.1(d) and subject to Parent’s rights described in Section 10.1(g), each Member of the Members shall be entitled to exchange with the Company, Parent at any time and from time to time, any or all of such Member’s Units. Each such UnitUnits (and an equal number of shares of Class B Stock), together with as follows: one Unit (and one share of Class B Stock, ) will be exchangeable for one share of Class A Stock. Each such exchange of Units and Class B Stock for Class A Stock shall be treated for U.S. federal income tax purposes as a taxable exchange sale of the exchanging Member’s Units and Class B Stock to Parent in exchange for Class A Stock and corresponding payments under the Tax Receivable AgreementStock. (b) In order to exercise the exchange right under Section 3.6(a10.1(a), the exchanging Member shall present and surrender the certificate or certificates, if any, certificates representing such Units and shares of Class B Stock (in each case, if certificated) during usual business hours at the principal executive offices of the Managing Member, or if any agent for the registration or transfer of shares of Class B Stock is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent, Parent accompanied by written notice (the “Exchange Notice”) to the Managing Member Parent and (if there is one) the Transfer Agent stating that the exchanging Member elects to exchange with the Company Parent a stated number of Units and shares of Class B Stock represented, if applicable, by such certificate or certificates, to the extent specified in such notice, and (if the Class A Stock to be received is to be issued other than in the name of the exchanging Member) specifying the name(s) of the Person(s) in whose name or on whose order the Class A Stock is to be issued. (c) If required by the Managing MemberParent, any Exchange Notice certificate for Units (if certificated) surrendered for exchange with Parent shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Managing Member and the Transfer AgentParent, duly executed by the Member holder of such Units or such Memberholder’s duly authorized representative. As promptly as practicable after the receipt of such notice and the surrender to the Managing Member Transfer Agent (or Parent if no Transfer Agent, if applicable, Agent exists) of the certificate or certificates, if any, representing such Units and shares of Class B Stock (but in any event by the Exchange Date, as defined below), the Managing Member Parent shall issue and deliver to the Company, and the Company shall deliver at such office to such Memberholder, or on such Memberholder’s written order, a certificate or certificates, if applicable, for the number of full shares of Class A Stock issuable upon such exchange, and the Company shall deliver such shares of Class B Stock, which shall be canceled in accordance with the Charter of the Managing Member. To the extent the Class A Stock is settled through the facilities of The Depository Trust Company, the Managing Member will, upon written instruction of the exchanging Member, use its reasonable efforts to deliver the shares of Class A Stock deliverable to such exchanging Member through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Member. (d) Each exchange of Units and shares of Class B Stock shall be deemed to have been effected on (i) (x) the business day Business Day after the date on which the Exchange Notice shall have been received by the Managing Member Parent or the Transfer Agent, as applicable, if the Exchange Notice was received prior to 10:00 a.m. applicable (ET) or (y) two business days after the date on which the Exchange Notice shall have been received by the Managing Member or the Transfer Agent, as applicable, if the Exchange Notice was received on or after 10:00 a.m. (ET), subject in each of clauses (x) and (y) to receipt by the Managing Member Parent or the Transfer Agent, as applicable, within three business days (3) Business Days thereafter of any required instruments of transfer as aforesaid aforesaid) or (ii) such later date specified in or pursuant to the Exchange Notice (such date identified in clause (i) or (ii), as applicable, the “Exchange Date”), and the Person or Persons in whose name or names any certificate or certificates for shares of Class A Stock (which certificates shall bear any legends as may be required in accordance with applicable Law) shall be issuable upon such exchange as aforesaid shall be deemed to have become, on the Exchange Date, the holder or holders of record of the shares represented thereby. (e) . Notwithstanding anything herein to the contrary, any exchanging Member giving notice under Section 10.1(b) may withdraw or amend an such exchange request, in whole or in part, prior to the effectiveness of the exchange, at any time prior to 5:00 p.m. (ET)p.m., New York City time, on the business day Business Day immediately preceding the Exchange Date (or any such later time as may be required by applicable Law) by delivery of a written notice of withdrawal to the Managing Member Parent or the Transfer Agent, as applicable, specifying (1) the certificate numbers of the withdrawn Units and shares of Class B Stock (if certificated)Stock, (2) if any, the number of Units and shares of Class B Stock as to which the Exchange Notice remains in effect and (3) if the Member holder so determines, a new Exchange Date or any other new or revised information permitted in an Exchange Notice. (f) . An Exchange Notice may specify that the exchange is to be contingent (including as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of shares of the Class A Stock into which the Units and shares of Class B Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or propertyproperty or upon the closing or occurrence of any other event, in which case the exchange shall be consummated immediately prior to and contingent upon such closing or occurrence. (gd) In the event one class or series of Pubco Parent Common Stock (the “Existing Securities”) is converted into another class or series of Pubco Parent Common Stock (the “New Securities”), then any a Member otherwise entitled to receive Existing Securities upon exchange shall instead be entitled to receive on exchange the amount of the New Securities that such Member would have received if the exchange of Units and shares of Class B Stock had occurred immediately before the effective date of such event and the Existing Securities received by such Member had been converted into the New Securities.. No adjustments in respect of dividends or distributions on any Unit will be made on the exchange of any Unit, but if the Exchange Date with respect to a Unit occurs after the record date or date of entitlement pursuant to this Agreement for the payment of a dividend or other distribution on Units but before the date of the payment, then the registered Member holding the Unit at the close of business on the record date or such other date of entitlement will be entitled to receive the dividend or other distribution payable on the Unit on the payment date (without duplication of any other distribution to which such holder may be entitled) notwithstanding the exchange of the Unit or the default in payment of the dividend or distribution due on the Exchange Date (he) The Managing Member Parent shall at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance upon exchange of Units and Class B StockUnits, such number of shares of Class A Stock that shall be issuable upon the exchange of all such outstanding Units and Class B StockUnits; provided, provided that nothing contained herein shall be construed to preclude the Managing Member Parent from satisfying its obligations in respect of the exchange of the Units for shares of Class A Stock by delivery of purchased shares of Class A Stock which are held in the treasury of the Managing MemberParent. The Managing Member Parent covenants that all shares of Class A Stock that shall be issued upon exchange of Units and Class B Stock shall, upon issuance thereof, be validly issued, fully paid and non-assessable.assessable and free and clear of any lien or encumbrance (other than those arising under applicable securities laws (if) The issuance of Class A Stock upon exchange of Units and Class B Stock shall be made without charge to the exchanging Members for any stamp or other similar tax in respect of such issuance; provided, however, that if any such shares are to be issued in a name other than that of the exchanging Member, then the Person or Persons requesting the issuance thereof shall pay to the Managing Member Parent the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Managing Member Manager that such tax has been paid or is not payable. (jg) The Managing Member and the Company agree that, Notwithstanding anything to the extent that a registration statement under the Securities Act is effective and available contrary in this Section 10.1, but subject to Section 10.1(h), an exchanging Member may, in lieu of exchanging Units for the delivery of shares of Class A Stock Stock, offer to be delivered with respect to any exchange, shares that have been registered under the Securities Act shall be delivered in respect of such exchange. In the event that any exchange in accordance with this Agreement is to be effected at sell all or a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Member requesting such exchange, the Managing Member shall use commercially reasonable efforts to promptly facilitate such exchange pursuant to any reasonably available exemption from such registration requirements. (k) Notwithstanding any other provision of this Agreement, if a Disposition Event is approved by the Managing Member and consummated in accordance with applicable Law and the Charter of the Managing Member, then, at the request of the Company or the Managing Member (or following such Disposition Event, its successor), each Member shall be required to exchange with the Company or sell to the purchaser or successor of the Managing Member, at any time thereafter, or simultaneously with, the consummation of such Disposition Event, all portion of such Member’s Units and Class B Stock as described in any particular Exchange Notice for the Cash Amount. Upon the delivery of an Exchange Notice that includes an offer to sell for the Cash Amount, the Company shall have the option, exercisable in its sole and absolute discretion by delivery of a written notice (a “Cash Redemption Notice”), to elect to purchase for the Cash Amount all or a portion of the Units so offered. Parent may, it is sole and absolute discretion, deliver written notice (a “Cash Election Notice”) in accordance with, and subject to the terms of, this Section 10.1(g), to elect to purchase for the Cash Amount all of such offered Units and shares of Class B Stock; provided Stock described in the Exchange Notice that this Section 3.6(k) the Company has not elected to purchase pursuant to a Cash Redemption Notice. The Company and/or Parent shall not be applicable if each pay to the holders exchanging Member the portion of the voting power Cash Amount (in immediately available funds) allocable to the Units to be purchased by it, whereupon the Company and/or Parent shall acquire the Units and Class B Stock offered for exchange by the exchanging Member and the Company and/or Parent shall be treated for all purposes of this Agreement as the owner of the outstanding stock number of such Units allocable to the portion of the Managing Member that are generally entitled to vote in the election of directors prior to such Disposition Event continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such Disposition Event in substantially the same proportions as immediately prior to such Disposition EventCash Amount paid by it. For the avoidance of doubt, the Company shall not have an option to deliver a Cash Redemption Notice and Parent may not deliver a Cash Election Notice or otherwise elect to purchase the Units that are the subject of an Exchange Notice for the Cash Amount without such exchanging Member’s consent. Any Class A Stock delivered to the exchanging Member in connection with a Disposition Eventsuch exchange shall comply with the provisions of Sections 10.1(e) and (f) above. Notwithstanding the foregoing, in no event shall the Members (other than the Managing Member any acquisition by Parent of Units and its Subsidiaries) be entitled to receive aggregate consideration for each Unit and corresponding share shares of Class B Stock that would otherwise be exchanged for shares of Class A Stock in connection with and sold in a Parent Offer shall be for the same amount and type of consideration that the Member would have received in such Parent Offer. For purposes of this Section 10.1, “Cash Amount” means (A) only if the Exchange Notice for the relevant exchange provides that the exchange is greater than to be contingent upon the consideration payable consummation of a purchase by another Person (whether in respect a tender or exchange offer, underwritten offering or otherwise) of each shares of the Class A Stock, the amount and type of cash or other property (or combination of types of property) to which the exchanging Member would be entitled to receive in such purchase; or (B) otherwise, the amount of cash per share of Class A Stock (it being understood that, for this purpose, payments under or in respect equal to the Volume Weighted Average Price of the Tax Receivable Agreement shall not be considered part such share of any such consideration). (l) If the Class A Stock on the date that the Exchange Notice is listed on delivered to the Company. Parent may only pay the Cash Amount from (i) proceeds of offerings of a securities exchange, the Managing Member shall use its reasonable best efforts to cause all number of shares of Class A Stock issued upon an exchange equal to the number of Units to be listed on the same securities exchange at the time of such issuance. (m) No adjustments in respect of dividends or distributions on any Unit will be made on the exchange of any Unit. No exchange pursuant to this Section 3.6 shall impair the right of the exchanging Member to receive any distributions payable on the Units so exchanged in respect of a record date that occurs prior to the Exchange Date for such exchange. For the avoidance of doubt, no exchanging Member shall be entitled to receive, in respect of a single record date, distributions or dividends both on Units exchanged covered by such Member and on Pubco Common Stock received by such Member in such exchangeExchange Notice or (ii) Distributions under Section 4.1.