Common use of Exchange Restriction Clause in Contracts

Exchange Restriction. At the Closing, and on each of the first anniversary of the Closing, the second anniversary of the Closing and the third anniversary of the Closing, if there is then any pending claims for indemnification made by the Acquiror pursuant to Section 10.2(a) or Section 7.14(a)(i), then, for each such claim, a number of Class E Units, rounded down to the nearest whole unit, that (i) for the non-Founder Class E Units, vest at such time and (ii) for the Founder Class E Units, that but for this Section 10.7(a) would become exchangeable for Parent Common Stock at such time (in the case of (i) and (ii), other than Class E Units that were converted from Class G Interests or Class H Interests, in each case not exceeding the Class E Units Cap) equal to the product of (x) the dollar value of such pending claim (subject to Section 10.9(a)), as set forth in any notice delivered pursuant to Section 10.4, Section 10.5 or Section 7.14(c), as applicable, multiplied by the aggregate Class E Pro Rata Percentage of Holding and each Holder (with respect to each such claim, the total dollar amount of such claim as of any time of measurement, multiplied by the aggregate Class E Pro Rata Percentage of Holding and each Holder, the “Reserve Amount”), divided by the Market Price at such time (together, the “Exchange Restricted Units”), will be subject to the forfeiture provisions contained in this Section 10.7 and will not be exchangeable into Parent Common Stock except to the extent permitted by the provisions of this Section 10.7. The Exchange Restricted Units shall be allocated across Holding and the Holders in accordance with their respective Class E Pro Rata Percentages calculated as of the Closing, the first anniversary of the Closing, the second anniversary of the Closing, and the third anniversary of the Closing, as applicable. In addition, at any time there is any pending claim for indemnification made by the Acquiror pursuant to Section 10.2(b), Section 10.2(c) , Section 10.2(d) or Section 7.14(a)(ii), a number of Class E Units held by the Person against whom such claim is pending, rounded down to the nearest whole unit, equal to the dollar value of such pending claims (subject to Section 10.9(a)), as set forth in any notice delivered to a particular Holder pursuant to Section 10.4, Section 10.5 or Section 7.14(c), as applicable (with respect to each such claim against such Person, the total dollar amount of such claim as of any time of measurement, the “Individual Reserve Amount”), divided by the Market Price at such time and at the time of final determination (at each relevant time, the “Individual Exchange Restricted Units”), will be subject to the forfeiture provisions contained in this Section 10.7 and will not be exchangeable into Parent Common Stock except to the extent permitted by the provisions of this Section 10.7.