Exchange of Units. (a) Each Member other than PubCo and any Subsidiary of PubCo shall be entitled to cause the Company to redeem all or a portion of such Member’s vested Common Units, together with an equal number of shares of Class B Common Stock, and vested Incentive Units, in each case, for shares of Class A Common Stock or, at the Company’s election under certain circumstances, cash in accordance with Section 3.6(d) (referred to herein as the “exchange right”), upon the terms and subject to the conditions set forth in this Section 3.6 and subject to PubCo’s Call Right as set forth in Section 3.7. (b) In order to exercise its exchange right, each exchanging Member shall provide written notice in the form attached as Exhibit A or such other form as the Company may provide from time to time (the “Exchange Notice”) to the Company and PubCo, on or before any Exchange Notice Date, stating that the exchanging Member elects to exchange on the next Exchange Date a stated number of vested Common Units, together with an equal number of shares of Class B Common Stock, or a stated number of vested Incentive Units. Upon delivery of any Exchange Notice by any Member on or before any Exchange Notice Date, such member may not revoke or rescind such Exchange Notice after such Exchange Notice Date. Any Exchange Notice delivered for an Exchange on a Regular Exchange Date may not be contingent. Any Exchange Notice delivered for an Exchange on a Special Exchange Date may be made contingent on the consummation of the Registered Offering or other transaction described in the notice of the Managing Member specifying such Special Exchange Date. Any notice by any Member pursuant to the Registration Rights Agreement to demand or participate in any Registered Offering shall be deemed to constitute an Exchange Notice for the related Special Exchange Date. (c) On any Exchange Date for which any Member delivered an Exchange Notice with respect to vested Common Units or Incentive Units: (i) if such Member exercised its right to exchange a number of vested Incentive Units, as of such Exchange Date, such Incentive Units shall be converted into a number of Common Units equal to the IU Conversion Ratio of such Incentive Units, rounded down to the nearest whole number of Common Units; provided, however, that if the Gross Share Price or Class A Closing Price used in the application of such IU Conversion Ratio is less than the Hurdle Amount of any such Incentive Units, such Exchange Notice shall be deemed to be withdrawn with respect to such Incentive Units; and (ii) unless the Company elects to pay cash in accordance with Section 3.6(d) or PubCo exercises its Call Right pursuant to Section 3.7 or purchases vested Common Units pursuant to Standing Instructions, on the such Exchange Date: (A) if such Member exercised its right to exchange a number of vested Common Units, such number of Common Units, together with an equal number of shares of Class B Common Stock, shall be exchanged for an equal number of shares of Class A Common Stock; and (B) if such Member exercised its right to exchange a number of vested Incentive Units, the number of Common Units received as a result of the conversion of such Incentive Units into Common Units pursuant to Section 3.6(c)(i) shall be exchanged for an equal number of shares of Class A Common Stock. (d) The Company shall be entitled to elect to settle any Exchange by delivering to the exchanging Member, 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 Amount for such shares. (e) Each Member’s exchange right shall be subject to the following limitations and qualifications: (i) The first Exchange shall only be permitted on the first Exchange Date after the Lock-Up Period; (ii) thereafter, except as provided herein, Exchanges shall only be permitted on each Exchange Date; (iii) each Member holding Initial Units shall, on any Regular Exchange Date, only be permitted to exchange up to the aggregate percentage of such Initial Units set forth below opposite such Regular Exchange Date, which percentage shall be applied on a cumulative basis by taking into account all such Initial Units previously exchanged on Regular Exchange Dates: First Regular Exchange Date 8.33 % Second Regular Exchange Date 16.67 % Third Regular Exchange Date 25.00 % Fourth Regular Exchange Date 33.33 % Fifth Regular Exchange Date 41.67 % Sixth Regular Exchange Date 50.00 % Seventh Regular Exchange Date 58.33 % Eighth Regular Exchange Date 66.67 % Ninth Regular Exchange Date 75.00 % Tenth Regular Exchange Date 83.33 % Eleventh Regular Exchange Date 91.67 % Twelfth Regular Exchange Date 100.00 % (iv) the percentage limitations set forth in the foregoing clause (iii) shall not apply to (A) any Exchange on any Special Exchange Date for a Registered Offering, Special Block Trade or Change of Control of PubCo, (B) any Exchange on any Exchange Date by any Trident Entity or any KKR Entity, provided that the shares of Class A Common Stock issued in such Exchange described in this clause (B) are subject to the aggregate percentage limitations provided for in Section 3.11(a) or (b), or (C) any Exchange in connection with any Change of Control of PubCo or any PubCo Offer; (v) if any Member whose Initial Units are subject to the limitations set forth in the foregoing clause (iii) exchanges all or a portion of such Units on any Special Exchange Date or sells all or a portion of such Units pursuant to Standing Instructions, the number of Initial Units so exchanged or sold shall reduce on a pro rata basis the number of retained Initial Units that may be exchanged on each remaining Regular Exchange Date pursuant to the foregoing clause (iii); (vi) an exchanging Member shall only be permitted to exchange less than all of its Units if (A) after such Exchange it would continue to hold at least 25,000 Units and (B) it exchanges not less than 25,000 Units in such Exchange; (vii) any Exchange of Units issued after the date hereof (other than in connection with any recapitalization), including such Units issued to Members as of the date hereof, may be limited in accordance with the terms of any agreements or instruments entered into in connection with such issuance, as deemed necessary or desirable in the discretion of the Managing Member; and (viii) the Managing Member may impose additional limitations and restrictions on Exchanges (including limiting Exchanges or creating priority procedures for Exchanges), to the extent it determines in Good Faith, based on the advice of legal counsel or a qualified tax advisor to the Company and after consultation with the KKR Entities and the Trident Entities, such limitations and restrictions to be necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code. (f) The Managing Member may, except as set forth in the third and fourth sentences of this paragraph, require any Member or group of Members to exchange all of their Units to the extent it determines in Good Faith that such Exchange is necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Upon delivery of any notice by the Managing Member to such Member or group of Members requiring such Exchange, such Member or group of Members shall exchange, subject to exercise by PubCo of its Call Right pursuant to Section 3.7, all of their Units effective as of the date specified in such notice (and such date shall be deemed to be an Exchange Date for purposes of this Agreement) in accordance with this Section 3.6 and otherwise in accordance with the requirements set forth in such notice. So long as the KKR Entities collectively own any outstanding Units and are in compliance with Section 8.1(b), the foregoing requirement to exchange their Units shall not apply to any KKR Entity holding Common Units that has not consented to the Exchange of its Units. So long as the Trident Entities collectively own any outstanding Units and are in compliance with Section 8.1(b), the foregoing requirement to exchange their Units shall not apply to any Trident Entity holding Common Units that has not consented to the Exchange of its Units. If any required Exchange pursuant to this Section 3.6(f) results in any disproportionate treatment of similarly situated Members, the Managing Member in its sole discretion may provide an equitable adjustment to the Members adversely affected by such disproportionate treatment.
Appears in 1 contract
Sources: Operating Agreement (Focus Financial Partners Inc.)
Exchange of Units. (a) Each Member other than PubCo and any Subsidiary of PubCo shall be entitled to cause the Company to redeem all or a portion of such Member’s vested Common Units, together with an equal number of shares of Class B Common Stock, and vested Incentive Units, in each case, for shares of Class A Common Stock or, at the Company’s election under certain circumstances, cash in accordance with Section 3.6(d) (referred to herein as the “exchange right”), upon the terms and subject to the conditions set forth in this Section 3.6 and subject to PubCo’s Call Right as set forth in Section 3.7.
(b) In order to exercise its exchange right, each exchanging Member shall provide written notice in the form attached as Exhibit A or such other form as the Company may provide from time to time (the “Exchange Notice”) to the Company and PubCo, on or before any Exchange Notice Date, stating that the exchanging Member elects to exchange on the next Exchange Date a stated number of vested Common Units, together with an equal number of shares of Class B Common Stock, or a stated number of vested Incentive Units. Upon delivery of any Exchange Notice by any Member on or before any Exchange Notice Date, such member may not revoke or rescind such Exchange Notice after such Exchange Notice Date. Any Exchange Notice delivered for an Exchange on a Regular Exchange Date may not be contingent. Any Exchange Notice delivered for an Exchange on a Special Exchange Date may be made contingent on the consummation of the Registered Offering or other transaction described in the notice of the Managing Member specifying such Special Exchange Date. Any notice by any Member pursuant to the Registration Rights Agreement to demand or participate in any Registered Offering shall be deemed to constitute an Exchange Notice for the related Special Exchange Date.
(c) On any Exchange Date for which any Member delivered an Exchange Notice with respect to vested Common Units or Incentive Units:
(i) if such Member exercised its right to exchange a number of vested Incentive Units, as of such Exchange Date, such Incentive Units shall be converted into a number of Common Units equal to the IU Conversion Ratio of such Incentive Units, rounded down to the nearest whole number of Common Units; provided, however, that if the Gross Share Price or Class A Closing Price used in the application of such IU Conversion Ratio is less than the Hurdle Amount of any such Incentive Units, such Exchange Notice shall be deemed to be withdrawn with respect to such Incentive Units; and
(ii) unless the Company elects to pay cash in accordance with Section 3.6(d) or PubCo exercises its Call Right pursuant to Section 3.7 or purchases vested Common Units pursuant to Standing Instructions, on the such Exchange Date:
(A) if such Member exercised its right to exchange a number of vested Common Units, such number of Common Units, together with an equal number of shares of Class B Common Stock, shall be exchanged for an equal number of shares of Class A Common Stock; and
(B) if such Member exercised its right to exchange a number of vested Incentive Units, the number of Common Units received as a result of the conversion of such Incentive Units into Common Units pursuant to Section 3.6(c)(i) shall be exchanged for an equal number of shares of Class A Common Stock.
(d) The Company shall be entitled to elect to settle any Exchange by delivering to the exchanging Member, 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 Amount for such shares.
(e) Each Member’s exchange right shall be subject to the following limitations and qualifications:
(i) The first Exchange shall only be permitted on the first Exchange Date after the Lock-Up Period;
(ii) thereafter, except as provided herein, Exchanges shall only be permitted on each Exchange Date;
(iii) each Member holding Initial Units shall, on any Regular Exchange Date, only be permitted to exchange up to the aggregate percentage of such Initial Units set forth below opposite such Regular Exchange Date, which percentage shall be applied on a cumulative basis by taking into account all such Initial Units previously exchanged on Regular Exchange Dates: First Regular Exchange Date 8.33 % Second Regular Exchange Date 16.67 % Third Regular Exchange Date 25.00 % Fourth Regular Exchange Date 33.33 % Fifth Regular Exchange Date 41.67 % Sixth Regular Exchange Date 50.00 % Seventh Regular Exchange Date 58.33 % Eighth Regular Exchange Date 66.67 % Ninth Regular Exchange Date 75.00 % Tenth Regular Exchange Date 83.33 % Eleventh Regular Exchange Date 91.67 % Twelfth Regular Exchange Date 100.00 %
(iv) the percentage limitations set forth in the foregoing clause (iii) shall not apply to (A) any Exchange on any Special Exchange Date for a Registered Offering, Special Block Trade or Change of Control of PubCo, (B) any Exchange on any Exchange Date by any Trident Entity or any KKR Entity, provided that the shares of Class A Common Stock issued in such Exchange described in this clause (B) are subject to the aggregate percentage limitations provided for in Section 3.11(a) or (b), or (C) any Exchange in connection with any Change of Control of PubCo or any PubCo Offer;
(v) if any Member whose Initial Units are subject to the limitations set forth in the foregoing clause (iii) exchanges all or a portion of such Units on any Special Exchange Date or sells all or a portion of such Units pursuant to Standing Instructions, the number of Initial Units so exchanged or sold shall reduce on a pro rata basis the number of retained Initial Units that may be exchanged on each remaining Regular Exchange Date pursuant to the foregoing clause (iii);
(vi) an exchanging Member shall only be permitted to exchange less than all of its Units if (A) after such Exchange it would continue to hold at least 25,000 Units and (B) it exchanges not less than 25,000 Units in such Exchange;
(vii) any Exchange of Units issued after the date hereof (other than in connection with any recapitalization), including such Units issued to Members as of the date hereof, may be limited in accordance with the terms of any agreements or instruments entered into in connection with such issuance, as deemed necessary or desirable in the discretion of the Managing Member; and
(viii) the Managing Member may impose additional limitations and restrictions on Exchanges (including limiting Exchanges or creating priority procedures for Exchanges), to the extent it determines in Good Faith, based on the advice of legal counsel or a qualified tax advisor to the Company and after consultation with the KKR Entities and the Trident Entities, such limitations and restrictions to be necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code.
(f) The Managing Member may, except as set forth in the third and fourth sentences of this paragraph, require any Member or group of Members to exchange all of their Units to the extent it determines in Good Faith that such Exchange is necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Upon delivery of any notice by the Managing Member to such Member or group of Members requiring such Exchange, such Member or group of Members shall exchange, subject to exercise by PubCo of its Call Right pursuant to Section 3.7, all of their Units effective as of the date specified in such notice (and such date shall be deemed to be an Exchange Date for purposes of this Agreement) in accordance with this Section 3.6 and otherwise in accordance with the requirements set forth in such notice. So long as the KKR Entities collectively own any outstanding Units and are in compliance with Section 8.1(b), the foregoing requirement to exchange their Units shall not apply to any KKR Entity holding Common Units that has not consented to the Exchange of its Units. So long as the Trident Entities collectively own any outstanding Units and are in compliance with Section 8.1(b), the foregoing requirement to exchange their Units shall not apply to any Trident Entity holding Common Units that has not consented to the Exchange of its Units. If any required Exchange pursuant to this Section 3.6(f) results in any disproportionate treatment of similarly situated Members, the Managing Member in its sole discretion may provide an equitable adjustment to the Members adversely affected by such disproportionate treatment.
Appears in 1 contract
Sources: Operating Agreement (Focus Financial Partners Inc.)
Exchange of Units. Following the occurrence of an Exchange Event (as defined below), the Lender shall have the right in its sole and absolute discretion, on such number of occasions as it shall elect, to exchange the Partnership Units (or any portion thereof) for REIT Shares on the following terms:
(a) Each Member other than PubCo The Lender shall initiate each such exchange by delivering to the REIT with a copy to the Borrower a written notice (i) stating that an Exchange Event has occurred, (ii) requesting that the REIT issue and any Subsidiary deliver to the Lender or its designee REIT Shares in the denominations designated by the Lender in exchange for a specified number of PubCo Partnership Units (the "Tendered Units"); and (iii) specifying the name in which such REIT Shares shall be entitled to cause registered as specified by the Company to redeem all or a portion of such Member’s vested Common Units, together with an equal number of shares of Class B Common Stock, Lender in its sole and vested Incentive Units, in each case, for shares of Class A Common Stock or, at absolute discretion (the Company’s election under certain circumstances, cash in accordance with Section 3.6(d) (referred to herein as the “exchange right”"Exchange Notice"), upon the terms and subject to the conditions set forth in this Section 3.6 and subject to PubCo’s Call Right as set forth in Section 3.7.
(b) In order On the applicable Exchange Date (as defined below), the REIT shall deliver to exercise its exchange right, each exchanging Member shall provide written notice the Lender a number of REIT Shares (and any associated rights) equal to the product obtained by multiplying the number of Tendered Units by the Conversion Factor (as defined in the form attached Amended and Restated Agreement of Limited Partnership of the Partnership dated as Exhibit A of August 17, 1993, as modified, supplemented or such other form as the Company may provide amended from time to time (the “"Partnership Agreement")), which REIT Shares shall be in the denominations and registered in the name specified in the Exchange Notice”) to the Company and PubCo, on or before any Exchange Notice Date, stating that the exchanging Member elects to exchange on the next Exchange Date a stated number of vested Common Units, together with an equal number of shares of Class B Common Stock, or a stated number of vested Incentive Units. Upon delivery of any Exchange Notice by any Member on or before any Exchange Notice Date, such member may not revoke or rescind such Exchange Notice after such Exchange Notice Date. Any Exchange Notice delivered for an Exchange on a Regular Exchange Date may not be contingent. Any Exchange Notice delivered for an Exchange on a Special Exchange Date may be made contingent on the consummation of the Registered Offering or other transaction described in the notice of the Managing Member specifying such Special Exchange Date. Any notice by any Member pursuant to the Registration Rights Agreement to demand or participate in any Registered Offering shall be deemed to constitute an Exchange Notice for the related Special Exchange Date.
(c) On any Exchange Date for which any Member delivered an Exchange Notice with respect to vested Common Units or Incentive Units:
(i) if such Member exercised its right to exchange a number of vested Incentive Units, as of such Exchange Date, such Incentive Units shall be converted into a number of Common Units equal to the IU Conversion Ratio of such Incentive Units, rounded down to the nearest whole number of Common Units; provided, however, that if the Gross Share Price or Class A Closing Price used REIT shall not deliver REIT Shares to the Lender in exchange for Partnership Units pursuant to this Exchange Agreement on any particular date to the application extent that such exchange and delivery would result in a violation of such IU Conversion Ratio is less than the Hurdle Amount REIT Regulation.
(c) Upon the REIT's issuance and the Lender's receipt of REIT Shares (and any such Incentive Unitsassociated rights) in exchange for the Tendered Units in accordance with this Agreement, such Exchange Notice the REIT shall be deemed for all purposes to be withdrawn with respect to such Incentive Units; and
(ii) unless the Company elects to pay cash in accordance with Section 3.6(d) or PubCo exercises its Call Right pursuant to Section 3.7 or purchases vested Common Units pursuant to Standing Instructions, on the such Exchange Date:
(A) if such Member exercised its right to exchange a number of vested Common Units, such number of Common Units, together with an equal number of shares of Class B Common Stock, shall be exchanged for an equal number of shares of Class A Common Stock; and
(B) if such Member exercised its right to exchange a number of vested Incentive Units, the number of Common Units received as a result owner of the conversion of Tendered Units and shall cause the Partnership's books to be adjusted to reflect such Incentive Units into Common Units pursuant to Section 3.6(c)(i) shall be exchanged for an equal number of shares of Class A Common Stockchange in ownership.
(d) The Company obligation of the REIT to issue REIT Shares in exchange for the Tendered Units in accordance with the terms hereof shall be entitled absolute and unconditional and shall not be subject to elect to settle any defense by reason of the actual or alleged invalidity, illegality or unenforceability of the Exchange by delivering Notice, the Credit Agreement, the Security Agreement, or any of the other documents evidencing, securing or otherwise pertaining to the exchanging MemberCredit Agreement, in lieu the actual or alleged nonoccurrence of an Exchange Event, or otherwise. The Borrower irrevocably agrees and acknowledges that the applicable number delivery of shares an Exchange Notice shall be conclusive evidence that an Exchange Event has occurred for purposes of Class A Common Stock this Agreement, and the Borrower waives all claims, damages, costs, losses, demands or actions against the Lender arising out or as a result of a declaration by the Lender that would be received in such Exchange, an amount Exchange Event has occurred or the exchange of cash equal Partnership Units for REIT Shares pursuant to the Cash Amount for terms hereof, other than any such sharesclaim, damage, cost, loss, demand or action resulting from any such declaration or exchange made by the Lender in bad faith.
(e) Each Member’s exchange right If an Exchange Notice is delivered to the REIT at or prior to 11:30 a.m. (Eastern Time) on a Business Day (as defined below), the REIT Shares (and any associated rights) to be issued and delivered by the REIT hereunder shall be subject delivered to the following limitations and qualifications:
Lender not later than 3:30 p.m. (iEastern Time) The first Exchange shall only be permitted on the first third Business Day following delivery of such Exchange Date Notice, and if any Exchange Notice is delivered by the REIT after 11:30 a.m. on a Business Day, then such REIT Shares shall be issued and delivered not later than 11:30 a.m. (Eastern Time) on the Lock-Up Period;
fourth Business Day following delivery of such Exchange Notice (ii) thereafter, except as provided herein, Exchanges shall only be permitted on each the "Exchange Date;
(iii) each Member holding Initial Units shall, on any Regular Exchange Date, only be permitted "). REIT Shares delivered pursuant to exchange up to the aggregate percentage of such Initial Units set forth below opposite such Regular Exchange Date, which percentage this Agreement shall be applied on a cumulative basis duly and validly issued, fully paid and nonassessable and shall be evidenced by taking into account all such Initial Units previously exchanged on Regular Exchange Dates: First Regular Exchange Date 8.33 % Second Regular Exchange Date 16.67 % Third Regular Exchange Date 25.00 % Fourth Regular Exchange Date 33.33 % Fifth Regular Exchange Date 41.67 % Sixth Regular Exchange Date 50.00 % Seventh Regular Exchange Date 58.33 % Eighth Regular Exchange Date 66.67 % Ninth Regular Exchange Date 75.00 % Tenth Regular Exchange Date 83.33 % Eleventh Regular Exchange Date 91.67 % Twelfth Regular Exchange Date 100.00 %
(iv) the percentage limitations set forth in the foregoing clause (iii) shall not apply to (A) any Exchange on any Special Exchange Date for a Registered Offering, Special Block Trade or Change of Control of PubCo, (B) any Exchange on any Exchange Date by any Trident Entity or any KKR Entity, provided that the shares of Class A Common Stock issued in such Exchange described in this clause (B) are subject to the aggregate percentage limitations provided for in Section 3.11(a) or (b), or (C) any Exchange in connection with any Change of Control of PubCo or any PubCo Offer;
(v) if any Member whose Initial Units are subject to the limitations set forth in the foregoing clause (iii) exchanges all or a portion of such Units on any Special Exchange Date or sells all or a portion of such Units pursuant to Standing Instructions, the number of Initial Units so exchanged or sold shall reduce on a pro rata basis the number of retained Initial Units that may be exchanged on each remaining Regular Exchange Date pursuant to the foregoing clause (iii);
(vi) an exchanging Member shall only be permitted to exchange less than all of its Units if (A) after such Exchange it would continue to hold at least 25,000 Units and (B) it exchanges not less than 25,000 Units in such Exchange;
(vii) any Exchange of Units issued after the date hereof (other than in connection with any recapitalization), including such Units issued to Members as of the date hereof, may be limited in accordance with the terms of any agreements or instruments entered into in connection with such issuance, as deemed necessary or desirable in the discretion of the Managing Member; and
(viii) the Managing Member may impose additional limitations and restrictions on Exchanges (including limiting Exchanges or creating priority procedures for Exchanges), to the extent it determines in Good Faith, based on the advice of legal counsel or a qualified tax advisor to the Company and after consultation with the KKR Entities and the Trident Entities, such limitations and restrictions to be necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Codecertificates therefor.
(f) The Managing Member mayNotwithstanding anything to the contrary herein, except as set forth in the third Lender covenants and fourth sentences agrees that any violation or attempted violation of this paragraphthe REIT Regulation by the Lender or its designee will result, require any Member or group of Members to exchange all of their Units to the extent it determines necessary, in Good Faith that such Exchange is necessary or appropriate to avoid undue risk that the Company may be classified exchange of REIT Shares held by the Lender for Excess Shares (as a “publicly traded partnership” within defined in the meaning Second Amended and Restated Declaration of Section 7704 Trust of the Code. Upon delivery of any notice by REIT, dated August 6, 1993 (the Managing Member to such Member or group of Members requiring such Exchange, such Member or group of Members shall exchange, subject to exercise by PubCo of its Call Right pursuant to Section 3.7, all of their Units effective as of the date specified in such notice (and such date shall be deemed to be an Exchange Date for purposes of this Agreement"Trust Declaration")) in accordance with Section 6.6 of the Trust Declaration.
(g) For purposes of this Section 3.6 Agreement (i) an "Exchange Event" shall mean the occurrence and otherwise continuance beyond any applicable grace period provided therefor of an Event of Default under and as defined in accordance with the requirements set forth Credit Agreement, and (ii) a "Business Day" shall mean any day excluding Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in such notice. So long as the KKR Entities collectively own any outstanding Units and Commonwealth of Pennsylvania are in compliance with Section 8.1(b), the foregoing requirement authorized or permitted by law or other government actions to exchange their Units shall not apply to any KKR Entity holding Common Units that has not consented to the Exchange of its Units. So long as the Trident Entities collectively own any outstanding Units and are in compliance with Section 8.1(b), the foregoing requirement to exchange their Units shall not apply to any Trident Entity holding Common Units that has not consented to the Exchange of its Units. If any required Exchange pursuant to this Section 3.6(f) results in any disproportionate treatment of similarly situated Members, the Managing Member in its sole discretion may provide an equitable adjustment to the Members adversely affected by such disproportionate treatmentbe closed.
Appears in 1 contract